IMPORTANT -- READ CAREFULLY: This RealNetworks Upload License Agreement ("License Agreement") is a legal agreement between you (either an individual or an entity) and RealNetworks, Inc. and its suppliers and licensors (collectively "RN") for uploading skins ("Content") that you have created with RN's Skins Toolkit ("Toolkit") to RN. By clicking on the "Accept" button and uploading the Content to RN, you agree to be bound by the terms of this License Agreement. If you do not agree to the terms of this License Agreement, click on the "Cancel" button and/or do not upload the Content. 1. In consideration for the promotional value of RN's promotion of the Content, by uploading or otherwise transmitting any Content to RN, you automatically grant to RN a worldwide, royalty-free, perpetual, irrevocable, exclusive and fully sublicensable right and license to: (i) use, reproduce, transmit, retransmit, modify, adopt, publish, translate, create derivative works from, distribute, perform and display the Content in whole or part; (ii) incorporate such Content into other forms, media, or technology now known or later developed; (iii) use the Content and any ideas, concepts, know-how, techniques and suggestions contained in any Content for any purpose whatsoever, including, without limitation, developing, promoting and marketing the Toolkit, the Content, RN's proprietary media delivery software applications (the "Software"), and any related services. You agree that by uploading or otherwise transmitting Content to RN you waive any rights of attribution or so-called "moral rights." 2. You hereby warrant that you own or have obtained all necessary permissions, licenses, and/or clearances that may be necessary to create the Content and to upload the Content to RN; and that you have not used the Toolkit by itself or in conjunction with any other content creation specifications or products to track, store, transmit or record end user's personal information or listening habits. You agree to hold harmless, indemnify and defend RN, its officers, directors and employees, from and against any losses, damages, fines and expenses (including attorneys' fees and costs) arising out of or relating to any claims relating to the Content including, without limitation: (a) uploading the Content to RN; (b) intellectual property infringement; (c) end user privacy rights, including end user listening habits; or (d) any other rights of any third party. Your obligation to indemnify RN under this Section 2 shall survive any termination of this License Agreement. 3. This License Agreement shall constitute the complete and exclusive agreement between us, notwithstanding any variance with any purchase order or other written instrument submitted by you, whether formally rejected by RN or not. If any provision of this License Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable, and such decision shall not affect the enforceability of such provision under other circumstances, or of the remaining provisions hereof under all circumstances. This License Agreement shall be governed by the laws of the State of Washington, without regard to conflicts of law provisions, and you hereby consent to the exclusive jurisdiction of the state and federal courts sitting in the State of Washington. Copyright © 1999-2000 RealNetworks, Inc. and/or its suppliers. 2601 Elliott Avenue, Suite 1000, Seattle, Washington 98121 U.S.A. All rights reserved. RealNetworks, RealAudio, RealVideo, RealMedia, RealPlayer, and RealJukebox are trademarks or registered trademarks of RealNetworks, Inc.