Roxio, Inc.
End User License Agreement


IMPORTANT READ CAREFULLY: This End User License Agreement (“Agreement”) is a legal and binding agreement between you (either an individual or a single entity) (“You” or “Your”) and Roxio, Inc. (“Roxio”) for the software product You are about to download (or otherwise install) and the associated proprietary media, printed materials, any associated documentation (including any electronic documentation), and also any updates or modifications of the foregoing provided by Roxio or its licensees or agents to You (collectively “Software”). 

WHEN YOU CLICK ON THE “I ACCEPT” BUTTON OR WHEN YOU OTHERWISE INSTALL OR USE ANY PART OF THE SOFTWARE, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO (OR CANNOT COMPLY WITH) ALL OF THE TERMS OF THIS AGREEMENT, (1) CLICK THE “I DO NOT ACCEPT” BUTTON, AND YOU WILL NOT BE AUTHORIZED TO USE OR HAVE ANY LICENSE TO USE ANY PART OF THE SOFTWARE AND (2) RETURN THE UNUSED SOFTWARE (INCLUDING ALL RELATED MANUALS AND DOCUMENTATION) AND THE PROOF OF PAYMENT TO THE PLACE YOU OBTAINED THEM FOR A FULL REFUND WITHIN 30 DAYS OF ACQUIRING THE SOFTWARE. WRITTEN APPROVAL IS NOT A PREREQUISITE TO THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT AND NO SOLICITATION OF ANY SUCH WRITTEN APPROVAL BY OR ON BEHALF OF ROXIO SHALL BE CONSTRUED AS AN INFERENCE TO THE CONTRARY. IF THESE TERMS ARE CONSIDERED AN OFFER BY ROXIO, YOUR ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.

Under this Agreement, You are obtaining one of the following three types of licenses: (1) a “Trial License” which will allow you to use the Software free of charge, for a limited period of time designated by Roxio for evaluation purposes only; (2) a “Single-User License” which will allow you to use one copy of the Software for Your personal use; or (3) a “Volume License” which is a license granted when You have purchased multiple seats to the Software and which will allow you to use the Software on multiple computers at once.

1. License. 
 
(a) Trial License. If You are purchasing a Trial License, subject to Your compliance with the terms and conditions of this Agreement, Roxio hereby grants to You a limited, personal, non-sublicensable, non-transferable, non-exclusive license to:

(i) use one copy of the Software to evaluate the Software and only for Your personal, noncommercial use on a single computer system and only in accordance with the accompanying end user documentation; and 
(ii) make one copy of the Software in machine readable form solely for archival back-up purposes, provided You reproduce Roxio's copyright proprietary legends in any such copy. 

(b) Single User License. If You are purchasing a Single-User License, subject to Your compliance with the terms and conditions of this Agreement, Roxio hereby grants to You a limited, personal, non-sublicensable, non-transferable, non-exclusive license to: 

(i) use one copy of the Software only for Your personal, noncommercial use on a single computer system and only in accordance with the accompanying end user documentation; and 
(ii) make one copy of the Software in machine readable form solely for archival back-up purposes, provided You reproduce Roxio's copyright proprietary legends in any such copy. 

(c) Volume License. If You are purchasing a Volume License from Roxio or one of its authorized distributors, subject to Your compliance with the terms and conditions of this Agreement, Roxio hereby grants to You a limited, personal, non-sublicensable, non-transferable, non-exclusive license to:

(i) install the object code of the Software on computers owned or controlled by You only for Your business purposes, provided that the number of computers that the Software may be installed on shall never exceed the number of seats of the Software You have purchased from Roxio or its distributors; and
(ii) use the Software in accordance with the relevant Roxio end user documentation. 


2. License Restrictions. 

(a) General Restrictions. You shall not (nor shall You permit anyone else to) directly or indirectly: (i) copy (except as expressly set forth above), modify, or distribute the Software or any portion thereof; (ii) reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or structure, sequence and organization of the Software or any portion thereof (except where the foregoing is permitted by applicable local law, and then only to the extent so permitted); (iii) rent, lease, or use the Software or any portion thereof for timesharing or service bureau purposes, or otherwise use or allow the use of the Software or any portion thereof for any commercial purpose or on behalf of any third party; (iv) remove or obscure any proprietary notices on the Software; (v) post or otherwise make available the Software, or any portion thereof, in any form, on the Internet or the World Wide Web; (vi) distribute copies of the Software to others (electronically or otherwise); (vii) use a previous version of the Software after you receive a new version and are asked to discontinue using the previous version; (viii) export or reexport the Software in violation of any laws or regulations; or (ix) make any single copy of the Software available for use by multiple users over any network or from any remote workstation or terminal. Each single computer on which Software is installed and used shall be primarily available to only a single user. You are responsible for all fees and costs associated with the copying and installation of the Software. As a specific condition of this license, You agree to use the Software in compliance with all applicable laws, including without limitation copyright laws, and that You will not copy, transmit, perform or distribute any audio, video or other content using the Software without obtaining all necessary licenses or permissions from the owner of the content. The Software may be protected by one or more of the US and/or foreign patents listed on Exhibit A. Roxio will update such list from time to time. For an updated list, see www.roxio.com/en/patents.

(b) Restrictions limited to Volume License. If you are purchasing a Volume License: (i) if the Software is moved from one single computer to another computer owned or controlled by You, You must destroy the copy on the first computer, unless the number of Seats purchased allows for the addition of another copy; and (ii) You may not install the Software on any computer not owned or controlled by You.

3. Special Third Party Limitations/Requirements/Restrictions/Disclaimers/Liability Limitations with respect to the use of the Software. The Software contains certain third party materials and technology and the use of the Software is therefore subject to the following additional limitations, requirements, restrictions, disclaimers and liability limitations:

(a) MP3 and MP3Pro Codecs. The following applies to You if You are licensing any of the Easy CD Creator, Easy CD & DVD Creator, WinOnCD, or Toast products: Supply of this product does not convey a license nor imply any right to distribute content created with this product in revenue-generating broadcast systems (terrestrial, satellite, cable and/or other networks), other content distributions 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 use is required. For details please visit http://mp3licensing.com. 

(b) Windows Media Format SDK. The following applies to You if You are licensing any of the Easy CD Creator, Easy CD & DVD Creator, WinOnCD, or Videowave products: Content providers are 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 3rd 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 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.

(c) Gracenote Database/Data. The following applies to You if You are licensing any of the Easy CD Creator, Easy CD & DVD Creator, WinOnCD, or Toast products: The Software contains software from a licensor of Roxio, CDDB, Inc. of Berkeley, California d/b/a Gracenote (“Gracenote”). The software from Gracenote (the “Gracenote CDDB2 Client”) enables this application to do online disc identification and obtain music-related information, including name, artist, track, and title information (“Gracenote Data”) from online servers (“Gracenote CDDB Servers”) and to perform other functions. You may use Gracenote Data only by means of the intended end user functions of the Software. 

You agree that You will use Gracenote Data, the Gracenote CDDB2 Client, and Gracenote CDDB Servers for Your own personal non-commercial use only. You agree not to assign, copy, transfer or transmit the Gracenote CDDB2 Client or any Gracenote Data to any third party. YOU AGREE NOT TO USE OR EXPLOIT GRACENOTE DATA, THE GRACENOTE CDDB2 CLIENT, OR GRACENOTE CDDB SERVERS, EXCEPT AS EXPRESSLY PERMITTED HEREIN.

You agree that Your non-exclusive license to use the Gracenote Data, the Gracenote CDDB2 Client, and Gracenote CDDB Servers will terminate if You violate these restrictions. If Your license terminates, You agree to cease any and all use of the Gracenote Data, the Gracenote CDDB2 Client, and Gracenote CDDB Servers. Gracenote reserves all rights in Gracenote Data, the Gracenote CDDB2 Client, and the Gracenote CDDB Servers, including all ownership rights. You agree that CDDB, Inc. may enforce its rights under this Agreement against You directly in its own name.

The Gracenote CDDB2 Client and each item of Gracenote Data are licensed to You “AS IS.” Gracenote makes no representations or warranties, express or implied, regarding the accuracy of any Gracenote Data from in the Gracenote CDDB Servers. Gracenote reserves the right to delete data from the Gracenote CDDB Servers or to change data categories for any cause that Gracenote deems sufficient. No warranty is made that the Gracenote CDDB2 Client or Gracenote CDDB Servers are error-free or that functioning of Gracenote CDDB2 Client or Gracenote CDDB Servers will be uninterrupted. Gracenote is not obligated to provide You with any new enhanced or additional data types or categories that Gracenote may choose to provide in the future and is free to discontinue its online services at any time.

GRACENOTE DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. Gracenote does not warrant the results that will be obtained by Your use of the Gracenote CDDB2 Client or any Gracenote CDDB Server. IN NO CASE WILL GRACENOTE BE LIABLE FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES OR FOR ANY LOST PROFITS OR LOST REVENUES. 

(d) MPEG-2. The following applies to You if You are licensing any of the Easy CD Creator, Easy CD & DVD Creator, Toast, or WinOnCD products: Any use of this product other than consumer personal use in any manner that complies with the MPEG-2 Standard for encoding video information for packaged media is expressly prohibited without a license under applicable patents in the MPEG-2 Patent Portfolio, which license is available from MPEG LA, 250 Steele Street, Suite 300, Denver, Colorado 80206. 

 (e) Use of Clipart, Photo Objects and Photographic Images. The following applies to You if You are licensing any of the Easy CD & DVD Creator, PhotoSuite, or VideoWave products: You may, subject to the restrictions set out below, incorporate any clipart and photo images licensed from third parties (the “Images”) into your own original work and publish, display and distribute your work in any media. You may not, however, resell, sublicense or otherwise make available the Images for use or distribution separately or detached from a product or web page. For example, the Images may be used as part of a web page design, but may not be made available for downloading separately or in a format designed or intended for permanent storage or reuse by others. Similarly, clients may be provided with copies of the Images (including digital files) as an integral part of a work product, but may not be provided with the Images or permitted to use the Images separately or as part of any other product. You may also, subject to the restrictions set out below make one (1) copy of the Images for backup or archival purposes. You may not create scandalous, obscene, defamatory or immoral works using the Images nor use the Images for any other purpose which is prohibited by law. You may not use or permit the use of the Images or any part thereof as a trademark or service mark, or claim any proprietary rights of any sort in the Images or in any part thereof. You may not use the Images in electronic format, online or in multimedia applications unless the Images are incorporated for viewing purposes only and no permission is given to download or save the Images for any reason. You may not rent, lease, sublicense or lend the Images, or a copy thereof, to another person or legal entity. You may, however, transfer all your license to use the Images to another person or legal entity, provided that (i) you transfer the Images and this license, including all copies (except copies incorporated into your work product as permitted under this Agreement), to such person or entity, (ii) that you retain no copies, including copies stored on a computer or other storage device, and (iii) the receiving party agrees to be bound by the terms and conditions of this Agreement. You may not use any Images except as expressly permitted by this License. You may not use the Images related to identifiable individuals, products or entities in a manner which suggests their association with or endorsement of any product or service unless you clearly print a statement which indicates that in the case of an individual or recognizable product, the person/product is used for illustrative purposes only. 

 (f) VCD Player and/or FileOnCD Readme.Txt file. The following applies to You if You are licensing any of the WinOnCD products: Notwithstanding anything else herein, You may make copies of (1) the Roxio VideoDisc Player (the “VCD Player”), but no other portion of the Software except as expressly permitted herein, solely onto Video-CDs or Super Video-CDs that have been pre-mastered using the Software (“Pre-mastered VCDs”) and distribute the VCD Player solely on such Pre-mastered VCDs; and (2) the Roxio FileOnCD.exe ("FileOnCD"), but no other portion of the Software except as expressly permitted herein, solely onto CD or DVD discs that have been pre-mastered using the Software (“Pre-mastered Discs”) and distribute FileOnCD solely on such Pre-mastered Discs. 

Each copy of the VCD Player and/or FileOnCD that you distribute will include a readme.txt file with the following notice verbatim:

“The Roxio VideoDisc Player and/or FileOnCD software (individually and collectively, “Software”) is the property of Roxio, Inc. and is protected by U.S. and international copyright laws. You may only use the Software on one computer at any given time solely for personal, non-commercial purposes. You may not decompile, reverse engineer, disassemble, or otherwise reduce the Software to a human-perceivable form. Unless you purchase additional license rights directly from Roxio, you may not reproduce, modify, adapt, publish, perform, display, translate, rent, lease, loan, participate in the transfer or sale of, distribute, network or create derivative works based upon the Software or any part thereof.

THE SOFTWARE IS PROVIDED “AS IS” AND ROXIO MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED, AS TO NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Some states do not allow the exclusion of implied warranties or limitations on how long an implied warranty may last, so the above limitations may not apply to you. 

IN NO EVENT WILL ROXIO BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY PUNITIVE, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES, INCLUDING ANY LOST PROFITS, LOST SAVINGS, OR LOSS OF DATA, EVEN IF ROXIO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. ROXIO’S LIABILITY FOR DAMAGES OF ANY KIND WHATSOEVER ARISING OUT OF THIS AGREEMENT OR THE USE OF THE SOFTWARE SHALL BE LIMITED TO THE PURCHASE PRICE PAID BY YOU FOR THE SOFTWARE, EXCEPT WHERE NOT PERMITTED BY APPLICABLE LAW, IN WHICH CASE ROXIO’S LIABILITY SHALL BE LIMITED TO THE MINIMUM AMOUNT PERMITTED BY SUCH APPLICABLE LAW. Some states do not allow the exclusion or limitation of special, incidental, or consequential damages, so the above limitation or exclusion may not apply to you.”


EXCEPT FOR THE RIGHT TO DISTRIBUTE THE VCD PLAYER ON PRE-MASTERED VCDS GRANTED IN THIS SECTION, YOU MAY NOT MODIFY, ADAPT, TRANSLATE, RENT, LEASE, LOAN, RESELL FOR PROFIT, DISTRIBUTE, NETWORK OR CREATE DERIVATIVE WORKS BASED UPON THE SOFTWARE OR ANY PART THEREOF.

4. Proprietary Rights. Roxio and its licensors shall own and retain all right, title, and (except as expressly licensed hereunder) interest in and to the Software, all copies or portions thereof, and any derivative works thereof (by whomever created). The Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. Notwithstanding anything else, the Software is licensed and not sold. All rights in the Software not specifically granted in this Agreement are reserved by Roxio and its licensors.

5. Confidentiality. You agree to maintain the Software and any data or databases contained therein in confidence and that You will not disclose the Software to any third party without the express written consent of Roxio. You may not use the Software except as set forth herein. You further agree to take all reasonable precautions to preclude access of unauthorized persons to the Software.

6. Term and Termination. This license is effective until terminated hereunder; provided, however, that if you are only permitted to use the Software on a trial basis, this license is only effective for the trial period specified by Roxio. You may terminate the license at any time by destroying the Software (including the related documentation) together with all copies or modifications in any form. Roxio will have the right to terminate the license granted herein immediately if You fail to comply with any term or condition of this Agreement. The license granted to You herein will terminate automatically upon any breach of Section 2 or 3. Upon termination of this Agreement for any reason, You shall immediately stop using the Software and shall destroy and remove from all computers, hard drives, networks, and other storage media all copies of the Software. Sections 2, 3 (except for the license grants under Section 3(e)), and 4 through 16 shall survive any termination of this Agreement.

7. Limited Warranty. 
 Except if You are purchasing a Trial License, for a period of ninety (90) days from the date You purchase the Software (the “Warranty Period”), Roxio and its licensors warrant only that the Software will perform substantially in accordance with the specifications stated for the Software in the accompanying written end-user documentation. THIS WARRANTY SHALL NOT APPLY TO ANY SOFTWARE WHICH HAS BEEN ABUSED, MISUSED, DAMAGED IN TRANSPORT, ALTERED, NEGLECTED, OR SUBJECTED TO UNAUTHORIZED REPAIR OR INSTALLATION, AS REASONABLY DETERMINED BY ROXIO. THE FOREGOING LIMITED WARRANTY SHALL NOT APPLY IF YOU ARE PURCHASING A TRIAL LICENSE. 

 NOTWITHSTANDING ANYTHING ELSE HEREIN, THE ENTIRE LIABILITY OF ROXIO AND ITS LICENSORS, AND YOUR EXCLUSIVE REMEDY FOR A BREACH OF THE FORGOING WARRANTY, SHALL BE, AT ROXIO’S OPTION AND EXPENSE: (A) REPAIR OR REPLACEMENT OF THE SOFTWARE FOR SOFTWARE THAT MEETS THE WARRANTY OR (B) A REFUND OF THE PURCHASE PRICE PAID BY YOU FOR THE SOFTWARE AMORTIZED OVER A FIVE (5) YEAR PERIOD, IN BOTH CASES WHERE THE SOFTWARE IS RETURNED TO ROXIO ACCORDING TO THE CLAIM PROCEDURE BELOW, WITHIN THE WARRANTY PERIOD. 
 
8. Warranty Disclaimer. 
 THE LIMITED WARRANTY SET FORTH IN SECTION 7 IS THE ONLY WARRANTY PROVIDED BY ROXIO AND DOES NOT APPLY IF YOU ARE PURCHASING A TRIAL LICENSE. EXCEPT FOR THE FOREGOING, THE SOFTWARE AND ANY SERVICES ARE PROVIDED “AS IS” AND ROXIO MAKES NO WARRANTY OF ANY KIND WITH REGARD TO THE SOFTWARE OR ANY SERVICES PROVIDED BY ROXIO HEREUNDER. ROXIO EXPRESSLY DISCLAIMS ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. 

 FURTHER, ROXIO DOES NOT WARRANT RESULTS OF USE OR THAT THE SOFTWARE IS BUG FREE OR THAT ITS USE WILL BE UNINTERRUPTED. ROXIO AND ITS LICENSORS DO NOT AND CANNOT WARRANT THE RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. 

 SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. 

9. Warranty Claim Procedure. If You have purchased the Software bundled with a computer hardware product, You must return the Software to the computer hardware manufacturer within the Warranty Period. If you have purchased the Software on a stand-alone basis, then any claim under the Limited Warranty set forth above must be submitted before the end of the Warranty Period to Roxio, at the address listed below. Any returned Software must be insured, shipped freight prepaid, and securely packaged. You must call Roxio at the appropriate number listed on http://support.Roxio.com for a Return Material Authorization Number (“RMA”) before shipping any Software, and include this number, a copy of Your sales slip and a description of the problem You are experiencing with the Software. 

Roxio, Inc.
Attn: Customer Service
455 El Camino Real
Santa Clara, CA 95050
 
10. Limitation of Liability. 
NOTWITHSTANDING ANYTHING ELSE HEREIN, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO, TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, SHALL ROXIO OR ITS LICENSORS BE LIABLE TO YOU OR ANY OTHER PERSON (I) FOR ANY PUNITIVE, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, COMPUTER FAILURE OR MALFUNCTION, OR DAMAGES RESULTING FROM YOUR USE OF THE SOFTWARE OR THE SERVICES PROVIDED BY ROXIO, OR (II) FOR ANY MATTER BEYOND ROXIO OR ITS LICENSOR’S REASONABLE CONTROL. ROXIO’S AND ITS LICENSOR’S MAXIMUM LIABILITY FOR DAMAGES OF ANY KIND WHATSOEVER ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED TO (I) THE PURCHASE PRICE PAID BY YOU FOR THE SOFTWARE OR (II) IF YOU RECEIVED THE SOFTWARE FREE OF CHARGE ON A TRIAL BASIS, FIFTY DOLLARS ($50.00), EXCEPT WHERE NOT PERMITTED BY APPLICABLE LAW, IN WHICH CASE ROXIO’S LIABILITY SHALL BE LIMITED TO THE MINIMUM AMOUNT PERMITTED BY SUCH APPLICABLE LAW. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF ROXIO HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. 

SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.

11. Export. You shall comply with all export laws and restrictions and regulations of the Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control ("OFAC"), or other United States or foreign agency or authority, and You shall not export, or allow the export or re-export of the Software in violation of any such restrictions, laws or regulations. By using the Software, You agree to the foregoing and represent and warrant that You are not located in, under the control of, or a national or resident of any restricted country.

12. Indemnity. You agree that Roxio shall have no liability whatsoever for any use You make of the Software. You shall indemnify and hold harmless Roxio from any third party claims, damages, liabilities, costs and fees (including reasonable attorney fees) arising from Your use of the Software as well as from Your failure to comply with any term of this Agreement. 

13. Government Restricted Rights. If You are an agency, department, or other entity of the United States Government ("Government"), the use, duplication, reproduction, release, modification, disclosure or transfer of the Software, or any related documentation of any kind, including technical data or related manuals, is restricted in accordance with Federal Acquisition Regulation 12.212 for civilian agencies and Defense Federal Acquisition Regulation Supplement 227.7202 for military agencies. This Software is commercial computer software and the related documentation is commercial computer software documentation. The use of the Software and related documentation is further restricted in accordance with the terms of this Agreement, or any modification hereto. Roxio, Inc. is located at 455 El Camino Real, Santa Clara, CA 95050. 

14. WARNING: IF YOU ARE PURCHASING A TRIAL LICENSE, THE SOFTWARE CONTAINS A ROUTINE THAT WILL CAUSE THE SOFTWARE TO CEASE PROPER FUNCTIONING AFTER A CERTAIN PERIOD OF TIME. THIS MAY OCCUR BEFORE OR AFTER EXPIRATION OR TERMINATION OF THE LICENSE, SO YOU MUST BE PREPARED FOR SUCH EVENT AT ALL TIMES AND MAY NOT RELY ON THE SOFTWARE.

15. Volume License Installation Process and Support Terms. This Section 15 only applies to You if You are purchasing a Volume License. 

a. Irrespective of the number of seats You have purchased, You should receive at least one object code copy of the Software in a box per site (a “Boxed Copy”), a “multiple user installation license key” in order to install the Software on the number of computers for which You have purchased seats, and a printed guide to installing the Software on multiple computers. 

b. Support in connection with Your purchase of a Volume License shall be provided in accordance with Roxio’s then-standard support terms and conditions for volume license purchasers effective in the territory in which You use the Software.

c. If you receive any separate volume license agreements from Roxio, any additional terms in such agreements will apply to You and any terms of this Agreement that conflict with such separate agreements shall not apply to You. 

16. General. This Agreement and the terms of any Volume License Agreement provided to You (if any) represent the complete agreement concerning this license between the parties and supersedes all prior agreements and representations between them. This Agreement may be amended only by a writing executed by both parties. If any provision of this Agreement is held to be illegal or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary to make it legal and enforceable and this Agreement shall otherwise remain in full force and effect and enforceable. The failure of Roxio to act with respect to a breach of this Agreement by You or others does not constitute a waiver and shall not limit Roxio’s rights with respect to such breach or any subsequent breaches. This Agreement is personal to You and may not be assigned or transferred for any reason whatsoever without Roxio’s prior written consent and any action or conduct in violation of the foregoing shall be void and without effect. Roxio expressly reserves the right to assign this Agreement and to delegate any of its obligations hereunder. This Agreement shall be governed by and construed under California law (without regard to its conflicts of laws provisions) as such law applies to agreements between California residents entered into and to be performed within California. The sole and exclusive jurisdiction and venue for actions arising under this Agreement shall be the State and Federal courts in Santa Clara County, California; You hereby agree to service of process in accordance with the rules of such courts. The party prevailing in any dispute under this Agreement shall be entitled to its costs and legal fees. 

EACH PARTY RECOGNIZES AND AGREES THAT THE WARRANTY DISCLAIMERS AND LIABILITY AND REMEDY LIMITATIONS IN THIS AGREEMENT ARE MATERIAL BARGAINED FOR BASES OF THIS AGREEMENT AND THAT THEY HAVE BEEN TAKEN INTO ACCOUNT AND REFLECTED IN DETERMINING THE CONSIDERATION TO BE GIVEN BY EACH PARTY UNDER THIS AGREEMENT AND IN THE DECISION BY EACH PARTY TO ENTER INTO THIS AGREEMENT.

Questions concerning this Agreement should be sent to the address set forth below. Any notices or correspondences will only be effective if sent to such address. 

Roxio, Inc.
Legal Department
455 El Camino Real
Santa Clara, California 95050

Master-EULA/clickwrap/4-9-03/version2

Exhibit A

Patents: US 5,968,147 US 6,192,393 AU 707,161 US 6,091,686 US 6,148,333 EP 730274 US 6,226,241 US 6,356,283 TW 105496 US 6,073,189 US 6,301,025 GB 2328598 US 6,353,173 US 5,968,120 IL 104,636 US 6,446,073 US 6,204,840 JP 3071755 US 6,405,283 US 6,215,494 FR 2,703,170 US 6,401,169 US 5,963,213 AU 681641 US 6,016,553 US 6,121,970 DE 69403331T2 US 6,240,527 US 6,300,955 GB 691010 US 6,199,178 US 6,128,108 EP 691011 US 6,363,487 US 6,385,349 AU 690,551 US 6,469,967 US 6,349,153 CA 2,158,988 US 5,812,969 US 6,285,410 KR 320298 US 5,748,194 US 5,790,708 IL 119654 US 6,232,977 US 6,181,836 GB 2330978 US 6,239,807 US 5,907,640 GB 2348074 US 6,195,101 US 6,246,413 IL 117,133 US 6,064,399 US 6,449,639 IL 104,636 IL 119,021 IL 120,967