JRIVER INC.
SOFTWARE PROGRAM LICENSE AGREEMENT

This is a legal agreement between you, the end user, and JRiver, Inc. Carefully read the following terms and conditions before continuing. By continuing you are agreeing to be bound by the terms and conditions of this agreement. If you do not agree with the terms of this agreement, do not continue or install the software, and promptly return the software, accompanying written materials, and proof of purchase to the place where you obtained them for a full refund. If you are acting on behalf of an organization, you represent to J. RIVER that you are authorized to act on behalf of such organization and that your assent to the terms of this agreement creates a legally enforceable obligation of the organization. As used herein, "you" and "your" refers to you and any organization on behalf of which you are acting.

Grant of License: JRIVER grants you the right to use one copy of the JRIVER software program (SOFTWARE) on a single computer. JRIVER also grants you the right to install the SOFTWARE on a network, or any computer configuration which permits more than one user to have access to the SOFTWARE provided that you have first paid for a separate copy of the SOFTWARE or a license for each additional user, so that you have licenses for the maximum number of users who will be able to use the SOFTWARE. In no event may the total number of users on a network exceed the number of licenses acquired for the network. DOCUMENTATION, in electronic or other format, accompanying the SOFTWARE may also be provided to you. You may not copy the DOCUMENTATION accompanying the SOFTWARE.

If you make additional copies of the SOFTWARE or the DOCUMENTATION contrary to this Agreement or if the SOFTWARE is installed on additional servers without purchasing the requisite license(s) therefore, then, in addition to any other remedies JRIVER may have, JRIVER may require that you immediately make payment to JRIVER for such copies and/or such use at the then current list price.

Copyright: This SOFTWARE and the DOCUMENTATION are owned by J. RIVER and are protected by copyright laws and international treaty provisions. JRIVER authorizes you to make one copy of the SOFTWARE for archival purposes, or copy the SOFTWARE onto the hard disk of your computer and retain the original for archival purposes. You may not copy the DOCUMENTATION accompanying the SOFTWARE.

Content Royalty and License: You agree to abide by copyright laws for any content you may play with the SOFTWARE. If you use the SOFTWARE in such a manner as to incur license or royalty obligations to content owners or copyright holders, you agree to pay these costs.

Other Restrictions: This license does not grant you any right to any enhancement or update to the SOFTWARE. Enhancements and updates, if available, may be obtained at JRIVER's then current pricing, terms and conditions. You may not rent, lease, sub-license, or permit others to use the SOFTWARE. You may not modify, reverse engineer, decompile, modify, translate, or disassemble the SOFTWARE. You may not use a previous version or copy of the SOFTWARE after you have received a disk replacement set or an updated version as a replacement of the prior version.

Warranty: With respect to the physical diskette or CD ROM and printed documentation enclosed herein, JRIVER warrants the same to be free from defects in materials and workmanship under normal use for a period of 60 days from date of receipt. JRIVER's entire liability and your exclusive remedy shall be, provided that you have given JRIVER written notification within the warranty period of the defects, replacement of the defective diskette, CD ROM or documentation. Except for the express warranty above, THE SOFTWARE IS PROVIDED "AS IS". JRIVER DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT ITS OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE IS BORNE BY YOU. SHOULD THE SOFTWARE PROVE DEFECTIVE, YOU AND NOT J. RIVER ASSUME THE ENTIRE COST OF SERVICE AND REPAIR. J. RIVER MAKES NO REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO NON-INFRINGEMENT, CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE. SOME JURISDICTIONS DO NOT ALLOW EXCLUSIONS OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO YOU, AND YOU MAY HAVE OTHER LEGAL RIGHTS THAT VARY BY JURISDICTION. THIS DISCLAIMER CONSTITUTES AN ESSENTIAL PART OF THE AGREEMENT.

Limitation of Liability: NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, YOU AGREE THAT J. RIVER SHALL NOT BE LIABLE, UNDER ANY LEGAL THEORY, INCLUDING TORT, CONTRACT OR OTHERWISE, FOR ANY DAMAGES INCURRED BY YOU (INCLUDING BUT NOT LIMITED TO DIRECT OR INDIRECT DAMAGES FOR LOSS OF GOODWILL, LOSS OF DATA, BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR OTHER COMMERCIAL OR PECUNIARY LOSS, ANY CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGE) OR ANY OTHER PERSON OR ENTITY AS A RESULT OF YOUR USE OF INABILITY TO USE THE SOFTWARE OR DOCUMENTATION EVEN IF J. RIVER HAS BEEN ADVISED OF THE P0SSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU.

General: This Agreement is the entire agreement between JRIVER and you, supersedes any other agreements or discussions, oral or written, and may not be changed except by written amendment signed by JRIVER. This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota in the United States of America. If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid, illegal or unenforceable, such provision shall be severed from this Agreement and the other provisions shall remain in full force and effect. The parties have requested that this Agreement and all documents contemplated hereby be drawn in English.

U.S. Government Users: The SOFTWARE and the documentation are "commercial items" as that term is defined in 48 C.F.R. 2.101 (October 1995) consisting of commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. 12.212 (September 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), if the licensee hereunder is the U.S. Government or any agency or department thereof, the SOFTWARE and the documentation are licensed hereunder (I) only as a commercial item, and (ii) with only those rights as are granted to all other end users pursuant to the terms and conditions hereof.

Microsoft: 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 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 the software ("WM-DRM Upgrades") before accessing their content. When you attempt to play such content, WM-DRM Software build by Microsoft will notify you that a WM-DRM Upgrade is required and then ask you 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 WM-DRM Upgrade; however, you will 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.