May 19th, 2008

NAPSTER END-USER LICENSE AGREEMENT

IMPORTANT - PLEASE READ THE FOLLOWING END-USER LICENSE AGREEMENT, AS WELL AS THE NAPSTER SUBSCRIPTION SERVICE AND MUSIC STORE TERMS OF USE THAT ARE IMMEDIATELY BELOW IT CAREFULLY BEFORE CONTINUING THE INSTALLATION OR FIRST USE AND ACTIVATION OF THIS SOFTWARE:

This license agreement ("License Agreement") is a legal agreement between you and Napster, LLC ("Napster"). You are installing and/or accessing and activating pre-installed software and associated materials and documentation that have been created by or for Napster or its suppliers or licensors (collectively the "Software"). You understand that the software includes security components that permit digital information to be protected and use to occur only as permitted by usage rules set by Napster and/or content providers. As such, certain special considerations apply. By installing, copying, or otherwise using the Software, and by accepting any Software updates from time to time, you acknowledge that you have read and understood this License Agreement, and agree to be bound by its terms and conditions. If you do not agree to (or cannot comply with) the terms and conditions of this License Agreement, do not install, copy, and/or use the Software or any Content (as described below).

NOTICE: Napster may from time to time amend, modify, or supplement this License Agreement as it pertains to the Software and Content by posting a copy of such amended, modified, or supplemented license agreement at http://www.Napster.com/eula.html. Please check that webpage regularly for revisions to this License Agreement. You may provide notice to Napster of any objection to such revised terms within thirty (30) days after they are posted; please send any such objection by email to support@napster.com. You will be deemed to have accepted the amended, modified, or supplemented terms if you thereafter use the Software or Content. All other terms of this License Agreement will continue in effect except as provided in paragraph 11 below.

1. License to Use Software. Subject to the terms and conditions hereof, Napster hereby grants you a limited, nonexclusive, nontransferable, nonsublicensable right to use the Software, as such software has been delivered to you, on a single computer solely as an end user.

2. Updates, Security, and Revocation. Because the Software includes security components, special rules and policies apply. You agree to abide by the rules and policies established from time to time by Napster. Such rules and policies will be applied generally in a nondiscriminatory manner to users of the Software, and may include, for example, required or automated updates, modifications, and/or reinstallations of the Software to address security, interoperability, and/or performance issues. To this end, the Software includes an auto-individualization feature that automatically collects unique system identification information about your computer and may be remotely activated in order to update security components used by the Windows Media Player. These updates, modifications and the like may occur on a periodic or as needed basis without notice to you. In addition, you understand that the Software is capable of monitoring itself for security-related and tamper-detection purposes and communicating information about security incidents. Your copy of the Software and your access to certain applications that communicate with it are subject to restriction and/or revocation (such as being shut down) for security purposes or according to consistently applied Content-protection policies. You understand and agree that this would likely result in Content that was previously available for use being unavailable thereafter.

3. Activation and Privacy Information. By installing the Software and activating it, you consent to the collection and processing of information you are requested to provide during the registration and installation process. All of this information is collected by Napster and handled pursuant to the terms of the Napster Privacy Policy, a copy of which is located at http://www.Napster.com/privacypolicy.html.

4. Restrictions.

(a) The Software contains and/or embodies copyrighted material, trade secrets, patented (and/or patent pending) inventions and/or other proprietary material and intellectual property of Napster and/or its licensors. All title and ownership rights in the Software remains with Napster and its licensors, as applicable.

(b) In addition to those prohibitions contained elsewhere herein, you agree you will not: (i) rent, lease, loan, sell, copy, or distribute the Software in whole or in part; (ii) use the Software or any portion thereof to create any tool or software product that can be used to create software applications of any nature whatsoever; (iii) remove, alter, cover, obfuscate, and/or otherwise deface any trademarks or notices on the Software; and/or (iv) modify, alter, decompile, disassemble, reverse engineer or emulate the functionality, reverse compile or otherwise reduce to human readable form, or create derivative works of the Software without the prior written consent of Napster or its licensors, as applicable;

(c) You further agree that you shall not tamper with the Software or undertake any activity intended to bypass, modify, defeat or otherwise circumvent (or having the effect of facilitating, modifying, or assisting the bypassing, defeating or circumventing of) proper and/or secure operation of the Software and/or any mechanisms operatively linked to the Software; and

(d) Except as expressly provided by this License Agreement, no other licenses or rights (including rights to maintenance or updates) are granted, expressly, or by implication or estoppel. All rights not expressly granted herein are reserved to Napster and/or its licensors, as applicable.

5. Authorized Use of Napster Content. The Software may enable you to listen to, view, and/or read (as the case may be) music, images, video, text, and other material that may be obtained by or were in some instances, previously provided to you in digital form. This material, collectively "Content," may be owned by Napster or by third parties. However, in all circumstances, you understand and acknowledge that your rights with respect to Content you obtain for use in connection with the Software (including any Content that may have been preloaded with the Software, to your computer, portable device or a CD or other media provided to you) will be limited by copyright law and by the Usage Rules, as described in the Terms and Conditions of the Napster service, with which authorized copies of the Content are electronically packaged. A copy of the Napster Terms and Conditions, with which you must agree to use the Napster service, is located at http://www.Napster.com/terms.html. "Usage Rules" are the licensing rules assigned by Napster and/or the pertinent Content owner to Content that limit your access to and use of it. Unauthorized copies of Content (including pirate and other illegal copies) may be electronically packaged with incorrect rules that have not been approved by Napster and/or the Content owner. The Usage Rules approved by Napster and/or the pertinent Content owner in respect of Content shall govern your rights with respect to that Content regardless of whether unauthorized rules have been associated with that Content by another party. The supply of this product does not convey a license nor imply any right to commercially distribute content created or accessed with this product 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). You may not attempt (or authorize, encourage or support others' attempts) to circumvent, reverse engineer, decrypt, break or otherwise alter or interfere with any Usage Rules or Content. The Software enables Napster to control your access to Content in accordance with the Usage Rules. Napster (for itself and its Content licensors) reserves the right to use the Software at any time to enforce the Usage Rules with or without notice to you.

6. Customer Care. Napster will provide customer care in connection with the Napster service and the Software as set forth in the Napster Terms and Conditions. Information and frequently asked questions regarding Napster Content and the Software are always available within the Napster service under the "Help" tab or you can contact our Customer Support personnel by sending an email to support@Napster.com.

7. Remedies. You acknowledge and agree that any unauthorized use of the Software and/or the technology contained in it would result in irreparable injury to Napster or its licensors, as applicable, for which money damages would be inadequate, and in such event Napster shall have the right, in addition to other remedies available at law and in equity, to immediate injunctive relief to prevent any such unauthorized use. Nothing contained in this paragraph 7 or elsewhere in this License Agreement shall be construed to limit remedies or relief available pursuant to statutory or other law that Napster or its licensors may have under separate legal authority.

8. Warranties. You expressly acknowledge and agree that the use of the Software is at your own sole risk. THE SOFTWARE HAS BEEN PROVIDED SOLELY, "AS IS" AND WITHOUT WARRANTY OF ANY KIND BY NAPSTER, ITS DIRECTORS, EMPLOYEES, LICENSORS, PARTNERS AND AGENTS (COLLECTIVELY "NAPSTER"); ITS LICENSORS; OR ITS BUSINESS PARTNERS ("PARTNERS"). TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, NAPSTER AND ITS LICENSORS AND PARTNERS EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTY OF NONINFRINGEMENT. THERE IS NO WARRANTY THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR-FREE. NAPSTER AND ITS LICENSORS AND PARTNERS DO NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SOFTWARE WITH RESPECT TO ITS PERFORMANCE, ACCURACY, RELIABILITY, SECURITY CAPABILITY, CURRENTNESS OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ANY PERSON SHALL CREATE A WARRANTY IN ANY WAY WHATSOEVER RELATING TO NAPSTER AND/OR ANY OF ITS LICENSORS OR PARTNERS. THE EXCLUSION OF IMPLIED WARRANTIES IS NOT PERMITTED BY SOME JURISDICTIONS AND THUS, THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

9. Further Limitation of Liability. In addition to the other provisions hereof, YOU ACKNOWLEDGE TO AND FOR THE BENEFIT OF NAPSTER AND ITS LICENSORS AND PARTNERS THAT THE SOFTWARE, AS WITH MOST SOFTWARE, MAY CONTAIN BUGS AND IS NOT DESIGNED OR INTENDED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE IN WHICH THE FAILURE OF THE SOFTWARE COULD LEAD TO DEATH, PERSONAL INJURY OR PHYSICAL OR ENVIRONMENTAL DAMAGE. NAPSTER AND ITS LICENSORS AND PARTNERS SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY LOSS SUFFERED AS A RESULT OF SUCH A FAILURE OF THE SOFTWARE OR A BREACH OF SECURITY INVOLVING THE SOFTWARE, WHETHER OR NOT SUCH LOSS OR BREACH RESULTS FROM THE DELIBERATE, RECKLESS, OR NEGLIGENT ACTS OF ANY PERSON.

UNDER NO CIRCUMSTANCES SHALL NAPSTER OR ITS LICENSORS OR PARTNERS BE LIABLE FOR ANY UNAUTHORIZED USE OF ANY CONTENT, OR ANY USE OF THE SOFTWARE TO DEVELOP, DISTRIBUTE, OR USE ANY MATERIAL THAT IS DEFAMATORY, SLANDEROUS, LIBELOUS OR OBSCENE, THAT PORTRAYS ANY PERSON IN A FALSE LIGHT, THAT CONSTITUTES AN INVASION OF ANY RIGHT TO PRIVACY OR AN INFRINGEMENT OF ANY RIGHT TO PUBLICITY, THAT VIOLATES OR INFRINGES ANY THIRD PARTY'S RIGHTS OR THAT VIOLATES ANY FOREIGN, FEDERAL, STATE OR LOCAL STATUTE OR REGULATION.

IN NO EVENT WILL NAPSTER OR ITS LICENSORS OR PARTNERS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF NAPSTER AND/OR ITS LICENSORS AND PARTNERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. TO THE EXTENT AS APPLIED IN A PARTICULAR CIRCUMSTANCE ANY DISCLAIMER OR LIMITATION ON DAMAGES OR LIABILITY SET FORTH HEREIN IS WHOLLY PROHIBITED BY APPLICABLE LAW, THEN NAPSTER AND ITS LICENSORS AND PARTNERS SHALL BE ENTITLED TO THE MAXIMUM DISCLAIMERS AND/OR LIMITATIONS ON DAMAGES AND LIABILITY AVAILABLE AT LAW OR IN EQUITY BY SUCH APPLICABLE LAW IN SUCH PARTICULAR CIRCUMSTANCE. NOTWITHSTANDING ANY CONTRARY PROVISIONS, IN NO EVENT SHALL NAPSTER'S LIABILITY TO YOU OR ANY PERSON EXCEED, IN THE AGGREGATE, US$10.

10. Term. Napster may terminate this License Agreement at any time with or without notice. (Napster will only terminate the Napster service to you pursuant to the terms of the Napster Terms and Conditions). This License Agreement is subject to immediate termination, without notice, if you breach any provision hereof; provided that if such termination without notice is expressly prohibited by applicable law, then such termination shall occur based upon notice in the event of any breach. Upon notice from Napster that this License Agreement has been terminated, you must return to Napster (or destroy) all copies of the Software, including any copies or partial copies.

11. Survival. The respective rights and obligations of you and Napster under the provisions of paragraphs 2, 3, 4, 5, 7, 8, 9, 12, 13 and this paragraph 11 shall survive termination of this License Agreement.

12. U.S. Government Restricted Rights and Export Provisions. The Software is "commercial computer software" or "commercial computer software documentation." The United States Government's rights with respect to the Software are limited by the terms of this License Agreement, pursuant to FAR ß 12.212(a) and/or DFARS ß 227.7202-1(a), as applicable. In addition, you agree by installing, copying, or otherwise using the Software that: (i) you do not reside in a country subject to embargo or export controls by the U.S. Government; (ii) you are not on the List of Denied Persons as published by the U.S. government; and (iii) you will not use the Software for any illegal purpose. Because the Software and related technical data are subject to United States export controls, you agree that you shall not export or "re-export" (transfer) the Software unless you have complied with all applicable U.S. export controls. You will indemnify and hold Napster and its licensors harmless from and against any liability that may arise from your failure to comply with export control laws and regulations.

13. Miscellaneous Provisions.

(a) Any actions arising out of or in any manner affecting the interpretation of this License Agreement as they pertain to the Software or Content, whether under this License Agreement or otherwise shall be governed solely by, and construed solely in accordance with, the laws of the United States and State of New York, excluding (i) conflict of laws principles; (ii) the United Nations Convention on Contracts for the International Sale of Goods; (iii) the 1974 Convention on the Limitation Period in the International Sale of Goods; and (iv) the Protocol amending the 1974 Convention, done at Vienna April 11, 1980. To the extent permitted by law, the provisions of this License Agreement shall supersede any provisions of the Uniform Commercial Code and the Uniform Computer Information Transactions Act as adopted or made applicable to the Software in any competent jurisdiction. As to any dispute, you hereby unconditionally and irrevocably consent to the exclusive jurisdiction of and venue in, as relevant, the state courts of the State of New York and the U.S. District Court for the Southern District of New York (in New York, New York) and irrevocably: (i) waive any objection whatsoever (including any objection with respect to venue) that you may now or hereafter have to the jurisdiction or venue of said courts; and (ii) consent to the service of process of said courts by the mailing of process by registered or certified mail to you, postage prepaid;

(b) If for any reason a court of competent jurisdiction finds any provision or portion of this License Agreement to be unenforceable, such provision or portion shall be enforced to the maximum extent permissible consistent with the terms hereof, and the remainder of this License Agreement shall continue in full force and effect; and

(c) Except as expressly set forth herein, this License Agreement may not be amended, modified, or supplemented by the parties in any manner, except by a written instrument signed by an authorized officer of Napster. No provision hereof shall be deemed waived (by any act or omission) unless such waiver is in a writing signed by an authorized officer of Napster. This License Agreement will bind and inure to the benefit of each party's successors and assigns, provided that you may not assign or transfer this License Agreement, in whole or in part, without the prior written consent of an authorized officer of Napster. This License Agreement represents the entire agreement between you and Napster with respect to the subject matter hereof and supersedes all prior and/or contemporaneous agreements and understandings, written or oral, between you and Napster with respect to the subject matter hereof.

14. Intellectual Property Notices. The Software is Copyright (c) 2001-2008 Napster, LLC and its licensors. All rights reserved. U.S. and foreign patents pending. Napster, the Napster design, and the Napster trade dress are trademarks in the U.S. and other countries of Napster, LLC.

15. Third Party Notices. You acknowledge and understand that certain software modules of the Software may contain third party technology. The following describes such third party technology and your rights and licenses therein.

(a) The Software contains an XML parser and a DRM upgrade executable as well as components related to portable device integration, the copyrights in which are owned by Microsoft Corp.; you may use them solely in connection with your use of the Software as permitted herein. The Software contains certain "zlib" components related to compression of XML transactions. The Software contains the Blowfish block cipher, part of the Python Cryptography Toolkit, version 1.0.0, (c) 1995 A.M. Kuchling; you may use it solely in connection with your use of the Software as permitted herein, unless you receive further authorization directly from the author of it. The Software contains a CD burning module the copyrights in which are owned by Roxio, Inc.; you may use it solely in connection with your use of the Software as permitted herein. The Software also contains certain components related to integration with certain portable devices, the copyrights in which are owned by Samsung Electronics or are otherwise provided under license from Samsung Electronics; you may use these components only as provided herein.

(b) Gracenote Database/Data. The Software contains software from a licensor of Napster, 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." Neither Gracenote nor Napster makes any 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.

(c) MP3 and MP3Pro Codecs. 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), streaming applications (via Internet, intranets, 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.

16. Customer Contacts. If you have any questions regarding this License Agreement, or if you would like to contact Napster for any other reason, write to Napster, 9044 Melrose Avenue, Los Angeles, CA 90069, Attn: General Counsel; or send an email to support@Napster.com.

NAPSTER SUBSCRIPTION SERVICE AND MUSIC STORE TERMS AND CONDITIONS

Effective May 19th, 2008 This document (the "Agreement") is a legal contract between you and Napster, LLC ("Napster" or "we" or "us") that governs your use of Napster's websites, online music services (including the Napster subscription services, the "Napster Light" download sales service and/or any of the XM + Napster services), generally available at www.napster.com and other Napster-controlled, affiliated or partnered websites (together the "Service"). The terms below will apply to you if you register for and use the "Napster Light" download sales service (that is free to access). If you register for Napster's subscription service (the "Subscription Service"), all terms in the section below headed "*Subscription Service Addendum" will also apply. Finally, if you register for any of the XM + Napster services, all terms in the section below headed "**XM + Napster" will also apply. (Please note that if you use any Napster-branded mobile services, your terms and conditions of use will be as set forth on the particular service provided by your carrier and not here. Any PC copies of full length song downloads that you purchase via a Napster-mobile store will be DRM Permanent Downloads, as described below under "DRM Permanent Downloads.")

NOTICE

Napster may from time to time modify these terms and post a copy of the amended Agreement at http://www.napster.com/terms.html. If you do not agree to (or cannot comply with) the Agreement as amended, your only remedy is to stop using the Service or, if applicable, cancel your Subscription Service subscription. You will be deemed to have accepted the Agreement as amended if you continue to use the Service after any amendments are posted.

AGE REQUIREMENT

You must be at least 18 years of age to agree to and enter into this Agreement on your own behalf and to register for use of the Service. If you are under 18 but at least 13 years of age, you must present this Agreement to your parent or legal guardian, and he or she must check the box below to enter into this Agreement on your behalf. Children under the age of 13 may not register for this Service, and parents or legal guardians may not register on their behalf. By checking the box indicating your acceptance to this Agreement, you represent that (i) you have read, understood and agree to be bound by this Agreement and (ii) you are at least 18 years old, either entering into this Agreement for yourself or entering on behalf of your child or a child in your legal care. If you are a parent or guardian entering this Agreement for the benefit of your child, please be aware that you are fully responsible for his or her use of the Service, including all financial charges and legal liability that he or she may incur. If you do not agree to (or cannot comply with) any of these terms and conditions, do not check the acceptance box and do not attempt to access the Service.

DESCRIPTION OF SERVICE

The Service allows you to listen to Samples (as defined below) and obtain downloads of sound recordings ("Tracks") and related digital content ("Materials"). To access certain elements of the Service, you may need to install or activate Napster's proprietary software application; from time to time, you may also be required to install other software made available through the Service (collectively this software is called the "Client"). You may also need to install certain third-party software. You are responsible for any hardware, systems and/or software program(s) you use and any associated fees and expenses (a) to connect to or use the Internet, and/or (b) other than the Client, to use any Materials. The Service, the Tracks and/or the Materials (including any Napster promotional offers or codes redeemable for the Service, the Tracks and/or the Materials) are only for your personal, non-commercial use and are non-transferable (except as otherwise expressly authorized by Napster). By using the Service, you acknowledge and agree that you have no right to provide any files obtained through the Service to any other party or through any other means. Because the Service is designed for personal sampling and use, you are not allowed to use any automated system for the selection or downloading of files.

REGISTRATION

To use the Service, you must register and provide certain information, including a member (user) name, a password and a valid email address ("Registration Data"). You agree to provide accurate Registration Data and to update your Registration Data as necessary to keep it accurate.

You agree that you will not allow others to use your member name, password and/or account and you are solely responsible for maintaining the confidentiality and security of your account. You agree to notify Napster immediately of any unauthorized use of your password and/or account. Napster shall not be responsible for any losses arising out of the unauthorized use of your member name, password and/or account and you agree to indemnify and hold harmless Napster, its partners, parents, subsidiaries, agents, affiliates and/or licensors, as applicable, for any improper, unauthorized or illegal uses of the same.

USE OF SERVICE, SOFTWARE, TRACKS AND MATERIALS

Software. The Client, and all other software made available by Napster on or through the Service, are protected by intellectual property laws and your use of them is governed by this Agreement as well as any applicable end-user license agreements. A copy of the current Client End-User License Agreement ("Napster EULA") is available at http://www.napster.com/eula.html.

Tracks and Materials. The Tracks and Materials are owned by Napster, its business partners, affiliates and/or licensors, as applicable, and are protected by copyright and other intellectual property laws. You agree not to use the Tracks and Materials in a way that would violate any laws and/or infringe the copyright(s) therein. You further agree that the content rights holders that license their musical or other content to Napster for use in the Service are intended third-party beneficiaries under this Agreement with the right to enforce the provisions that directly concern their content. You understand that your use of the Tracks and Materials is subject to the Usage Rules discussed below. You may not authorize, encourage or allow any Tracks or Materials used or obtained by you to be reproduced, modified, displayed, publicly performed or displayed, broadcast, transferred, distributed or otherwise used by anyone else. You agree to advise Napster promptly of any such unauthorized use(s).

Usage Rules. Your access to and/or use of any Track(s) may be limited by the rules assigned to the Track(s) by Napster ("Usage Rules") and described in this section. You may not attempt (or support others' attempts) to circumvent, reverse engineer, decrypt, or otherwise alter or interfere with any Usage Rules or Tracks. Napster reserves the rights to modify the Usage Rules at any time.

A "Sample" is a portion of a Track or, in some cases, an entire Track or promotional music video that you can play (and, if applicable, view) directly from and while you are logged on to the Service on a promotional basis at no cost to you. You may play as many Samples as you like. You may not attempt (or support others' attempts) to capture, copy, download or transfer a Sample.

A "Permanent Download" is a Track download that you have purchased for permanent ownership (as opposed to "Subscription Downloads" described under "Subscription Service Addendum" below). You may purchase Tracks (or credits for Tracks) for Permanent Download via Napster Light and/or as part of the Subscription Services. Starting from May 20, 2008, all Permanent Downloads will be sold in the MP3 DRM-free format ("MP3 Permanent Downloads"). Previously-purchased Permanent Downloads that include DRM (digital rights management) protective software ("DRM Permanent Downloads") will still be supported and the Usage Rules for these are set out below under "DRM Permanent Downloads".

MP3Permanent DownloadsMP3 Permanent Downloads are sold in the MP3 format, at the bit rate indicated to you within your purchase path. Napster will not assign limits to the number of times MP3 Permanent Downloads purchased via Napster can be copied, transferred or burned (though your own use will depend upon your own hardware and software and its limitations and you must abide by these terms and conditions and all applicable laws). Napster and/or its content licensors may include digital watermarks (embedded bits of information in addition to the sound file) in your MP3 Permanent Downloads that add sales information to each digital file such as (but not limited to) the fact that the file was purchased from Napster, the date and time of purchase, or information about the song (title, artist, etc.). Napster will not include any information personally connected to you in any such digital watermark or otherwise. You are only entitled to one copy of any purchased MP3 Permanent Download (see "All Sales Final" below").

MP3 Permanent Downloads of SONY BMG products are sold directly by SONY BMG Music Entertainment via Napster as its agent.

To transfer your MP3 Permanent Downloads to any compatible devices, follow the instructions provided by Napster in the applicable part of the "Help" section of our website (or the Client). For transfer to a iPod(r), you must use your Apple-provided iTunes(r) software to locate the files and effect the transfer. Napster does not guarantee that any MP3 Permanent Downloads will be supported by any compatible player, including the iPod(r).

If you are purchasing MP3 Permanent Downloads directly via our website without using the Client software, you must download the purchased MP3 Permanent Download to the computer where you wish to keep the file and you must use your Web browser's functionality to specify where the downloaded files will be saved. Napster will not be able to send another copy to you if you download any MP3 Permanent Download to a computer or directory that you did not intend to and you are not able to locate or access the file later.

DRM Permanent Downloads

Any Permanent Downloads purchased prior to May 20, 2008 (and any PC copies of any Permanent Downloads sold through a Napster Mobile mobile phone application, including via our carrier partners AT&T/Cingular, Dobson and Suncomm) were delivered in a DRM protected format, utilizing Microsoft Windows Media DRM software (each a "DRM Permanent Download"). Each such DRM Permanent Download was and is still subject to the following Usage Rules: you may (1) save it to the hard drives of up to three (3) of your personal computers (or you can use the extra two copies for back-up if you need to restore later) and play back at any time, (2) burn it to a CD and/or (3) transfer it to a Windows Medial DRM-compatible portable device. Any security technology that is provided with a DRM Permanent Download file is an inseparable part of it. You may burn each purchased DRM Permanent Download to a CD an unlimited number of times, but only up to seven (7) times as part of any particular playlist (discrete arrangement) of songs. You may transfer a DRM Permanent Download an unlimited number of times to three compatible (3) portable devices.

Track Packs; Promotional Credit Redemption.

You may purchase Permanent Downloads on an individual basis and you may also be offered the ability to purchase them in groups (called "Track Packs"), sometimes at discounted pricing. If you purchase a Track Pack, your account will be credited for the number of purchase credits that were included and you will then be able to use those credits towards future Permanent Download purchases but only for up to one year from the time that you purchased the Track Pack.

If you have received a valid promotional code for Napster, you should follow the instructions that you received with such promotion to redeem that code. If you have properly inputted a valid promotional offer, your account will be credited for the applicable amount of Tracks (or, to access the applicable Subscription Service membership). Napster promotional offers are subject to any expiration dates that may be messaged with the offer and are not redeemable for cash (and any unused portion may not be returned for cash or any other value). If no expiration date is stated, Napster reserves the right to expire any promotional codes following one year from their distribution. .n addition, as with Track Packs, from the time that you redeem your promotional code, you will have up to one year to use the credit(s) that you have redeemed towards Permanent Download purchases. After which, the codes will expire.

Napster has the right to request alternative forms of payment and/or close customer accounts if a fraudulently obtained promotional offer or gift certificate is presented.

All Sales Final; Downloading and Risk of Loss. All sales of Permanent Downloads, Materials and other digital products via the Service are final and we do not any accept any returns. Once you have purchased any Permanent Download or Material we encourage you to download it promptly and to make back-up copies of it. In all cases, you bear all risk of loss for any products that you have downloaded, including any loss due to a computer or hard drive crash. Technical problems might delay or prevent delivery of purchased products to you. Your sole remedy with respect to purchased Permanent Downloads and any Materials that are not successfully delivered will be either replacement of such products or refund of the price paid for such content, at Napster's discretion. If you are unable to complete a download after having reviewed our online help resources, please contact Napster's customer service.

No Further Transfer. Once you have transferred a Permanent Download to a compatible portable device or burned it to a CD, you agree not to copy, distribute, or transfer it from that device or CD to any other media or device. You may be required to register your portable devices with Napster. The burning or transfer capabilities provided for herein shall not operate to waive or limit any rights of the copyright owners in Tracks or Materials or any works embodied in them.

All rights not expressly granted to you in this Agreement are reserved to Napster and/or its licensors.

Importing Tracks. You can use the Napster Client to import certain song files that you have obtained independent of the Service and play them using the Client. The Client currently only supports MP3 and Windows Media files. Napster does not represent or guarantee that the Client will successfully import or support any song files that are not Tracks. Further, Napster does not purport to grant you any rights to use any such song files. Your use of such song files must be subject to another grant of rights that you have received from the copyright holder(s) and any other legal rights holders (please note that there may be more than one copyright involved in any track). If you violate the copyright laws, there may be fines or criminal charges brought against you, even if you don't get any commercial benefit from the illegal copies. You agree to indemnify and hold harmless Napster, its partners, parents, subsidiaries, agents, affiliates and/or licensors, as applicable, for all claims resulting from your use of such song files and/or from your violation of any copyright laws by such use.

Loss of Rights by Napster. Napster may at any time lose the right to make certain Tracks and/or Materials available. In such event, you will no longer be able to obtain these Tracks.

Customer Support. Please direct any questions concerning the Client, the Service, billing and/or Usage Rules to a Napster customer service representative by visiting www.napster.com/support and using the Help Request form.

Monitoring Public Areas. The Service may have features that allow you to exchange messages with other members (via "Public Areas"). Napster may, but is not obliged to, restrict your use of any Public Areas, monitor any activity or edit or remove content in Public Areas, or restrict access by other members to your messages. Napster takes no responsibility and assumes no liability for any content, materials, messages and the like that you or any other member posts to or views in a Public Area or makes available via a "Public Profile." You agree to indemnify and hold harmless Napster, its partners, parents, subsidiaries, agents, affiliates and/or licensors, as applicable, from and against all claims resulting from content, messages, materials and the like that you post to any Public Area.

Gifting. You may use the Gift Certificate functionality within the Client to gift credits for Permanent Downloads and/or Subscription Service memberships to third parties, following the instructions within the Client. After you purchase the gift certificate, the gift that you have purchased will be emailed to the address that you provided and your billing payment method will immediately be charged for the value of the gift. This charge will be separate from your current membership or any credits for Permanent Downloads that you have previously purchased. Gift certificates are not refundable, exchangeable or cancelable once purchased. Napster Gift certificates can be redeemed within one year from purchase. The foregoing expiration does not apply to residents of CA, CT, HI, LA, MA, ME, MT, ND, NH, NJ, OH, OK, RI, VT or WA and anywhere else where expiration is prohibited by law, who, if necessary, may contact Napster by visiting www.napster.com/support and using the Help Request form to redeem their certificates beyond the year time frame. In addition, as with Track Packs, from the time that you redeem your gift certificate, you will have up to one year to use the credit(s) that you have redeemed towards Permanent Download purchases, after which, the codes will expire.

Restrictions. You may not use the Service, including any Public Areas, to transmit, display, perform or otherwise make available any messages, content or materials (i) that are illegal, obscene, threatening, of a "spamming" nature, defamatory, or invasive of privacy; (ii) that constitute political campaigning or commercial solicitation or that contain software viruses or other computer code designed to interfere with the functionality of any computer systems; or (iii) that infringe third-party rights or harm minors in any way. You may not interfere with or disrupt the Service or any networks connected to or by the Service. In addition, you may not use a false email address or otherwise mislead other members as to your identity or to the origin of a message or content. By posting messages, inputting data, or engaging in any other form of communication through the Service, you agree that Napster may copy, sublicense, adapt, transmit, publicly perform or display any such content to provide and/or promote the Service and/or to respond to any legal requirement, claim or threat. If Napster's use of such content exploits any proprietary rights you may have in such material, you agree that Napster has an unrestricted, royalty-free, non-exclusive and perpetual worldwide right do so. You agree that any loss or damage of any kind that occurs as a result of the use of any messages, content or material that you upload, post, transmit, display or otherwise make available through your use of the Service is solely your responsibility.

CHARGES / BILLING

Agreement to Pay. You agree to pay for all Tracks and Materials and any other items or services that you may purchase through the Service and Napster may charge your billing payment method for any such payment(s). Napster may, in its discretion, post charges to your billing payment method individually or may aggregate your charges with other purchases you make on the Service. You are responsible for keeping your account secure and confidential and you will be responsible for any charges that are incurred by any person through your account. All charges will be billed to the billing payment method you designate when you first make a purchase or incur a charge. If any of your billing information changes, you must update that information in the "Payment Information" section of the "My Account" area. If your credit card company or Paypal (or their intermediary service providers) updates your billing information for you by providing revised billing information to us for your existing account, we will use that information to continue to bill your existing account (for example, if you lost your credit card but maintained your Visa or MasterCard account with a new account number, Visa or MasterCard may automatically send us your new account number.)

Right to Change Prices. All prices for products within the Service are subject to change by Napster at any time.

Taxes. Prices quoted are generally inclusive of any applicable taxes, including sales taxes. Napster reserves the right to change this policy at any time.

Electronic Contracts. You agree that any submissions you make for electronic purchases constitute your intent and agreement to be bound by the terms of and to pay for such purchases. To the extent that such electronic purchases are offered to you by a third party, you acknowledge that Napster shall not be responsible or liable to you for the products or services purchased.

EXPLICIT CONTENT

Certain albums may be subject to the Recording Industry Association of America ("RIAA") "Parental Advisory Label" (as defined at http://www.riaa.com/parentaladvisory.php). The RIAA assigns the Parental Advisory Label to an entire album and not the individual songs on the album. All Tracks from such labeled albums will be labeled as "explicit" within the Service ("Explicit Tracks"). If any of your searches on the Service return Explicit Tracks, they will be identified as such in the search results area. During registration, you may elect to filter out Explicit Tracks from your search and browse results within the Service. You may change that election at any time. You may also elect to create a "Parental Control Password" (which can be different from your registration password) by clicking on the applicable link and following the directions presented. If you create a Parental Control Password, you will be asked for that password any time you try to change your election to filter out Explicit Tracks. Note that Tracks that were recorded prior to 1985 are not subject to the RIAA Parental Advisory Label. Napster shall have no liability or responsibility to you for any content or materials, including Explicit Tracks, that may be available in connection with the Service that you might find to be offensive, indecent or objectionable.

YOUR USE OF NAPSTER WEBSITES AND WEB-BASED ELEMENTS OF THE SERVICE

You may not use any "deep-link", "page-scrape", "robot", "spider" or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of any Napster websites, the Service or any Tracks or Materials or in any way reproduce or circumvent the navigational structure or presentation of the Service to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Service. Napster reserves the right to bar any such activity, including via software and other electronic means.

You may not attempt to gain unauthorized access to any portion or feature of the Service, or any other systems or networks connected to the Service or to any Napster server, or to any of the services offered on or through any Napster websites, by hacking, password "mining" or any other illegitimate means.

You may not probe, scan or test the vulnerability of any Napster websites and/or the Service or any connected network, nor breach any of Napster's security or authentication measures. You may not reverse look-up, trace or seek to trace any information on any other user of or visitor to any Napster website or the Services, or exploit the Service or any service or information made available or offered by or through the Site, in any way where the purpose is to reveal any third party information. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of Napster's websites, Service or other systems. You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Service.

INTERNATIONAL CONSIDERATIONS

Due to requirements from our content licensors, the Service is only available to residents of the United States. You understand and agree that you may not sign up for, access, or attempt to access or use the Service from countries outside of the U.S. You agree to abide by U.S. and other applicable export control laws and further, not to upload to the Service any data or software that cannot be exported.

PRIVACY

For additional information regarding Napster's use of information collected in connection with the Service, please refer to Napster's Privacy Policy, a copy of which is available at http://www.napster.com/privacypolicy.html and which is expressly made part of this Agreement.

COPYRIGHT INFORMATION

General. As noted above, the Service, the Tracks, the Client and the Materials contain and/or comprise copyrighted or other proprietary subject matter, and your use of them is governed by this Agreement, certain end-user license agreements, and applicable law.

All-Music Guide Data. Certain portions of the Materials comprise third-party proprietary data. The AMG Data is the property of AEC One Stop Group, Inc., ("AEC"), doing business as AMG, All-Music Guide and All Media Guide. You may not modify, copy, scan or use any other method to reproduce, duplicate, translate, republish, transmit or distribute in any way any portion of the ALL MUSIC GUIDE DATA. You may not download ALL MUSIC GUIDE DATA except for your own personal, non-commercial use. You agree to indemnify, defend and hold harmless AEC (and its affiliates), and Napster (its partners, parents, subsidiaries, agents, affiliates and/or licensors, as applicable), against any and all claims, damages, costs or other expenses that arise directly or indirectly out of or from (a) your unauthorized use of the ALL MUSIC GUIDE DATA, (b) your violation of this directive, and/or (c) your unauthorized activities in connection with the ALL MUSIC GUIDE DATA.

Billboard Data. All Billboard chart data are the copyrighted works of VNU eMedia, Inc. Billboard chart information may not be published, broadcast, displayed or redistributed without the prior written agreement of VNU eMedia, Inc.

Gracenote CDDB Functionality. CD and music-related data from Gracenote, Inc., copyright (c) 2000-2003 Gracenote. Gracenote Encode Client Software, copyright 2000-2003 Gracenote. This product and service may practice one or more of the following U.S. Patents: #5,987,525; #6,061,680; #6,154,773, #6,161,132, #6,230,192, #6,230,207, #6,240,459, #6,330,593, and other patents issued or pending.

Gracenote and CDDB are registered trademarks of Gracenote. The Gracenote logo and logotype, the Gracenote logo, CDDB logo and logotype and the "Powered by Gracenote" logo are trademarks of Gracenote. Gracenote Encode is a service mark of Gracenote.

Notices. Napster respects the intellectual property rights of others, and it expects you to do the same. If you know of or suspect that any use of the Service, Tracks, Materials and/or the Client constitutes copyright infringement, please send a notice to Napster Customer Support by visiting www.napster.com/support and using the Help Request form. The notice must contain all of the information set forth in Section 512(c)(3)(A) of the U.S. Copyright Act, 17 U.S.C. ß 101 et seq.

PATENT AND TRADEMARK

All trademarks, service marks, trade names, slogans, logos, and other indicia of origin that appear on or in connection with the Service are the property of Napster and/or its affiliates, licensors and/or licensees. You may not copy, display or use any of these marks without prior written permission of the mark owner. The Service and the Client (and portions of them) may be protected under patent law and may be the subject of issued patents and/or pending patent applications.

VIOLATION OF INTELLECTUAL PROPERTY RIGHTS

If Napster receives a notice alleging that you have engaged in behavior that infringes Napster's or other's intellectual property rights or reasonably suspects the same, Napster may suspend or terminate your account without notice to you. If Napster suspends or terminates your account under this paragraph, it shall have no liability or responsibility to you, including for any amounts that you have previously paid.

PROMOTIONS AND ADVERTISING

Napster and/or its business partners may present advertisements or promotional materials on or through the Service and on any Napster Websites. Your participation in any promotional event is subject to the terms and conditions associated with that event. Your dealings with, or participation in promotions of, any third-party advertisers on or through the Service or any Napster website are solely between you and such third-party. You agree that Napster shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such third parties on the Service or any Napster website.

LINKS TO THIRD-PARTY SITES

The Service and any Napster website may present links to third-party websites not owned or operated by Napster. Napster is not responsible for the availability of these sites or their contents. You agree that Napster is not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any content of any such site or goods or services available through any such site.

MODIFICATIONS TO SERVICE

Napster reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice to you, without any liability to you or to any third party.

REMEDIES

You agree that any unauthorized use of any Napster website, the Service, the Tracks, the Materials, the Client or any related software or materials would result in irreparable injury to Napster and/or its affiliates or licensors for which money damages would be inadequate, and in such event Napster, its affiliates and/or licensors, as applicable, shall have the right, in addition to other remedies available at law and in equity, to immediate injunctive relief against you. Nothing contained in this Agreement shall be construed to limit remedies available pursuant to statutory or other claims that Napster, its affiliates and/or licensors may have under separate legal authority.

INDEMNITY

You agree to indemnify and hold harmless Napster and its agents, employees, representatives, licensors, affiliates, parents and subsidiaries from and against any and all claims, losses, demands, causes of action and judgments (including attorneys' fees and court costs) arising from or concerning your breach of this Agreement and your use of any Napster website, the Service, the Tracks, the Client or the Materials and to reimburse them on demand for any losses, costs or expenses they incur as a result thereof.

TERMINATION

Napster may in its sole discretion terminate this Agreement or suspend your account at any time without notice to you in the event that you breach (or Napster reasonably suspects that you have breached) any provision of this Agreement. If Napster terminates this Agreement, or suspends your account for any of the reasons set forth in this paragraph, it shall have no liability or responsibility to you, and Napster will not refund any amounts that you have previously paid.

You understand and agree that your cancellation of your account and Service membership is your sole right and remedy with respect to any dispute with Napster.

DISCLAIMERS

You understand and agree that your use of any Napster website, the Service, Tracks, Client, and the Materials is at your own sole risk. THE NAPSTER WEBSITE(S), SERVICE, TRACKS, MATERIALS AND THE CLIENT (THE "PRODUCTS") ARE PROVIDED "AS IS" AND WITHOUT WARRANTY BY NAPSTER OR ITS AGENTS, EMPLOYEES, PARENTS, SUBSIDIARIES, AFFILIATES, LICENSORS, BUSINESS PARTNERS AND/OR SUPPLIERS (THE "NAPSTER ENTITIES"), AS APPLICABLE, AND, TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, THE NAPSTER ENTITIES EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY OF NONINFRINGEMENT. THE NAPSTER ENTITIES DO NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PRODUCTS WITH RESPECT TO PERFORMANCE, ACCURACY, RELIABILITY, SECURITY CAPABILITY OR OTHERWISE. YOU WILL NOT HOLD ANY NAPSTER ENTITY RESPONSIBLE FOR ANY DAMAGES THAT RESULT FROM YOU ACCESSING (INCLUDING ANY SOFTWARE OR SYSTEMS YOU USE TO ACCESS) THE SERVICE OR USING THE PRODUCTS INCLUDING, BUT NOT LIMITED TO, DAMAGE TO ANY COMPUTER, SOFTWARE OR SYSTEMS OR PORTABLE DEVICES YOU USE TO ACCESS THE SAME . NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ANY PERSON SHALL CREATE A WARRANTY IN ANY WAY WHATSOEVER RELATING TO ANY OF THE NAPSTER ENTITIES.

NAPSTER MAKES NO WARRANTY THAT ANY PARTICULAR CD BURNER OR PORTABLE DEVICE WILL BE COMPATIBLE WITH THE CLIENT OR ANY DOWNLOAD FILE OR THAT ANY CD BURNED USING THE CLIENT WILL FUNCTION IN ALL CD PLAYERS. IT IS YOUR SOLE RESPONSIBILITY TO ENSURE THAT YOUR SYSTEM(S) WILL FUNCTION CORRECTLY WITH THE CLIENT.

UNDER NO CIRCUMSTANCES SHALL ANY NAPSTER ENTITY BE LIABLE FOR ANY UNAUTHORIZED USE OF ANY NAPSTER WEBSITE, THE SERVICE, TRACKS, MATERIALS AND/OR THE CLIENT.

UNDER NO CIRCUMSTANCES SHALL ANY NAPSTER ENTITY BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE) ARISING OUT OF THE USE OR INABILITY TO USE THE PRODUCTS, EVEN IF THE NAPSTER ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT THAT IN A PARTICULAR CIRCUMSTANCE ANY DISCLAIMER OR LIMITATION ON DAMAGES OR LIABILITY SET FORTH HEREIN IS PROHIBITED BY APPLICABLE LAW, THEN, INSTEAD OF THE PROVISIONS HEREOF IN SUCH PARTICULAR CIRCUMSTANCE, THE NAPSTER ENTITIES SHALL BE ENTITLED TO THE MAXIMUM DISCLAIMERS AND/OR LIMITATIONS ON DAMAGES AND LIABILITY AVAILABLE AT LAW OR IN EQUITY BY SUCH APPLICABLE LAW IN SUCH PARTICULAR CIRCUMSTANCE, AND IN NO EVENT SHALL SUCH DAMAGES OR LIABILITY EXCEED US$10.

LAW AND LEGAL NOTICES

This Agreement and any other terms or documents referred to herein represent your entire agreement with Napster with respect to your use of the Service. If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. The laws of the State of New York, excluding its conflicts of law rules, govern this Agreement and your use of the Service, the Tracks, the Materials and the Client. You expressly agree that the courts in the State of New York, New York County, have exclusive jurisdiction over any claim or dispute with Napster or relating in any way to your account or your use of any Napster website, the Service, the Tracks, the Materials and the Client. You further agree and expressly consent to personal jurisdiction over you in the federal and state courts in New York County in connection with any such dispute including any claim involving Napster or its partners, parents, licensors, affiliates, subsidiaries, employees, contractors, officers, directors or suppliers.

*SUBSCRIPTION SERVICE ADDENDUM

Napster offers certain features that are available only to members of the Subscription Service, as described below. Use of the Subscription Service will be subject, in addition to all the other terms of this Agreement, to the terms described in this Addendum. The Subscription Service is a subscription service that you must pay to join, and you will be charged on a recurring basis for your continued membership. The Subscription Service has a standard tier, as well as a "Napster To Go" tier, for which you may register and pay an additional fee. "Napster To Go" members may also downgrade to a standard Subscription Service membership. If we make any changes to these terms and conditions that you do not wish to accept, your only remedy is to terminate your subscription membership.

DESCRIPTION OF SUBSCRIPTION SERVICE

Usage Rules -- Additions.

A "Stream" is a Track that you play directly from and while you are logged on to the Service. You may play as many Streams as you like while your subscription is current. You may not attempt (or encourage others) to capture, copy, or download a streamed Track. Napster will count the number of times that you stream each Track for royalty accounting and analysis purposes.

A "Subscription Download" is a Track that you may save to the hard drive of your personal computer and play back as many times as you want for so long as your subscription is current. You may make an unlimited number of Subscription Downloads while your subscription is current. You may copy each Subscription Download to up to two additional personal computers that you own (i.e. a total of 3 copies). If you wish to burn Downloads to CDs or transfer them to compatible portable devices (other than using the "Napster To Go" Service described below) you will need to separately purchase them as Permanent Downloads. You may not share Subscription Downloads with anyone else. Napster automatically renews your rights to all of your Downloads at the beginning of each Subscription Month (as defined below) so long as your subscription remains current. This means that in order to play any Subscription Download after the end of a Subscription Month (as defined below), you must log on to the Service so that Napster can renew your rights for those Tracks. The Client will count the number of times that you play a Subscription Download, including while you are offline, for royalty accounting and analysis purposes.

If you register for the "Napster To Go" tier, you will be able to transfer your Subscription Downloads an unlimited amount of times to up to a maximum of three (3) compatible portable devices for as long as your "Napster To Go" membership is current. For royalty accounting and analysis purposes, Napster will track the Subscription Downloads that you so transfer and the number of times that you play Subscription Downloads on such devices. Napster also automatically renews your rights to any Subscription Downloads stored on your portable devices at the beginning of each Subscription Month. Thus, in order to continue to play such Subscription Downloads on that portable device, you will need to dock your portable device (i.e., connect to the PC) and log onto Napster at the beginning of each Subscription Month.

If you have Tracks that were pre-loaded to your personal computer, portable device, CD or DVD, you may access and play these Tracks as Subscription Downloads only after you have registered for a tier of the Subscription Service. You may not otherwise access or play these Tracks and you agree not to attempt to do so.

For a current list of portable devices that are compatible with "Napster To Go", please see the section titled "Napster To Go Compatible Devices" at: http://www.napster.com/compatible_devices/. Napster's ability to offer portable device compatibility is subject to change at any time with respect to any content.

Agreement to Pay. By completing the Subscription Service registration, you authorize Napster to charge applicable recurring subscription fees to your designated billing payment method. Monthly subscribers are billed on a 30-day cycle, which begins upon Subscription Service registration (or at the end of a limited free trial period, if applicable to a promotion that you joined through) and ends 30 days thereafter (each a "Subscription Month"). If you are already a standard Subscription Service member and you sign up for the "Napster To Go" tier, your billing payment method will immediately be charged so that your monthly fee for that month (or annual fee if applicable) is increased on a pro-rated basis. If you are a "Napster To Go" user and you downgrade your membership to a standard Subscription Service membership, you will be charged for "Napster To Go" until the end of the Subscription Month in which you cancel your "Napster To Go" tier. If you are joining Napster under a subscription plan with an installment billing option (e.g., 1 year subscription billed monthly), Napster will charge your billing payment method for each applicable installment without further advance notice. If your billing payment method changes during the term of your subscription plan, you must immediately update the billing payment method associated with your Napster account. If Napster is unable to charge your billing payment method for an installment, Napster may: (i) immediately suspend or terminate your Napster account, (ii) seek collection of the outstanding amount owed under the subscription plan and/or (iii) seek legal action against you for breach of this Agreement.

Billing Authorizations for Free Trial Memberships. You may be required to provide billing payment method to register for a free trial offer to the Subscription Service. In that event, you agree that Napster may obtain a pre-authorization for the fee amount that you will be charged if you complete the free trial and continue a Subscription Service membership. It is possible that some financial institutions may perceive these requested amounts as actual pending charges. These are not actual charges however, and Napster will not be responsible for any results, such as an overdraft fee, that may occur to your account because of them.

Right to Change Subscription Fees. All subscription fees are subject to change on a prospective basis upon notice from Napster. If you do not accept the new fees, you should terminate your subscription immediately.

Cancellation. To receive information on how to cancel your subscription, please visit www.napster.com/support, select the Help Request form and search by keyword "cancel" in the appropriate area. If you cancel your subscription, Napster will not refund any remaining portion of your subscription fees. Cancellation will take effect at the end of the billing period during which you deliver notice to Napster. Please note that, following cancellation of your subscription, any Subscription Downloads that you have saved to the hard drives of your personal computers or "Napster To Go" Downloads that you have transferred to compatible portable devices will become inactive and not playable. The files will remain but will not be accessible. If you later become a Subscription Service member, you can reactivate them. If you do not plan to become a Subscription Service member again or otherwise wish to remove the inactive files, you may delete them using your computer's or device's standard functionality to delete files.

**XM + NAPSTER

The "XM + Napster" services are only available to currently active subscribers of XM Satellite Radio. XM Subscribers may sign up for either the XM + Napster Light service (which is free to access) or the XM + Napster subscription service. XM + Napster Light will give you access to all of the features of Napster Light and you will also be able to access XM Radio Online streaming music channels via the "Radio" tab in your Napster Client. XM + Napster service (which requires a separate subscription from XM Satellite Radio) will give you the same access as XM + Napster Light and will additionally include all functions of Napster's Subscription Service (although you will only have access to Napster To Go features if you have registered for that service with Napster). In both cases, the XM Radio Online channels will offer non-interactive streaming music access ONLY. Notwithstanding the foregoing, when a Track is playing on one of your XM Radio Online channels, if Napster has the applicable rights for that Track, that Track will be added to the Now Playing area of the Napster Client so that you may be able to also access that Track via XM + Napster Light (for purchasing) and/or Napster (for Streaming and/or Downloading), as applicable. However, Napster may not have some or any rights to some or all of the Tracks that may be played on your XM Radio Online channels.

All streaming of XM Radio Online, though being facilitated via Napster's Client will be managed directly by XM, under your personal and separate account with XM. Your access to XM Radio Online content is contingent upon your maintenance and continuation of your separate XM Subscriber account which is required to be in good standing, including payment of any fees and adhering to any other terms and conditions required by XM. Napster is not a party to your relationship with XM and is not responsible for such terms or any changes to them. XM's current terms and conditions governing XM Radio Online are located at http://www.xmradio.com/get_xm/customer_service.html. If your account with XM is interrupted, suspended or terminated for any reason, you will no longer be able to access XM Radio Online streaming via Napster. In such case, your only recourse is with XM and Napster will have no responsibility to you relative to any XM Radio Online content.

(c) 2003-2008 Napster, LLC.