HIWIRE, INC. --END USER LICENSE AGREEMENT--
TUNER AND MEDIA MANAGER LICENSE AND PRIVACY STATEMENT

REDISTRIBUTION NOT PERMITTED

Software License for Tuner and Media Manager

IMPORTANT -- READ CAREFULLY BEFORE USING THIS SOFTWARE: This License Agreement for the Tuner and Media Manager ("License Agreement") is a legal agreement between you (either an individual or an entity) and Hiwire, Inc. and its suppliers and licensors (collectively "Hiwire") for the Tuner and Media Manager software (together, "Software"). You may install only ONE copy of the Software. By clicking on the "Register" button, installing, copying or otherwise using the Software, you agree to be bound by the terms of this License Agreement. If you do not agree to the terms of this License Agreement, click on the "No Thanks!" button and/or do not install the Software.

YOU AGREE THAT YOUR USE OF THE SOFTWARE ACKNOWLEDGES THAT YOU HAVE READ THIS LICENSE, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.

1. PRIVACY AND COMMUNICATIONS. When you download the Media Manager or the Hiwire Tuner you give to Hiwire information like your gender and your age (hereinafter referred to as "Demographic Information"). The Tuner and Media Manager are interactive Internet applications that automatically communicate with Hiwire when you install or uninstall them, and when you use them to access media streams ("Programs") from the Internet. When you access Programs using the Software, it sends the Programs you are accessing along with relevant product and Internet communication information to Hiwire. This information is sent so that Hiwire can display appropriate advertising, and for aggregate, anonymous statistical analysis. Hiwire may set a cookie if you have chosen to enable cookies in your browser. These communications and your Demographic Information allow Hiwire to count the number of its users, to provide advertising services, to collect aggregate access information for its broadcasters and otherwise to provide a useful product and service and to plan for future enhancements and services. Hiwire will not sell, transfer or otherwise disclose information collected from you to third parties except in aggregate and anonymous form. By using the Software, you consent to the automatic communications with Hiwire and use of your Demographic Information as set forth above.

2. GRANT OF LICENSE. Hiwire hereby grants to you a non-exclusive license to use the Software and any related documentation ("Documentation") subject to the following terms:

a) You may: (i) use the Software for private uses; (ii) copy the Software for back-up and archival purposes, provided any copy must contain all of the original Software's proprietary notices.

b) Hiwire may modify this agreement upon written notice to you.

3. LICENSE RESTRICTIONS.

a) YOU MAY NOT: (i) modify or create any derivative works of any Software or Documentation, including translation or localization; (ii) decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code for any Software (except to the extent applicable laws specifically prohibit such restriction); (iii) redistribute, encumber, sell, rent, lease, sublicense, use the Software or Documentation in a timesharing or service bureau arrangement, or otherwise transfer rights to any Software or Documentation; (iv) copy any Product or Documentation (except for an archival copy which must be stored on media other than a computer hard drive) or documentation; (v) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Software and Documentation; (vi) modify any header files or class libraries in any Software; (vii) create or alter tables or reports relating to the database portion of the Software (except as necessary for operating the Software); (viii) publish any results of benchmark tests run on any Software to a third party without Hiwire, Inc.'s prior written consent; (ix) use the Software or Documentation for a commercial purpose.

b) You agree that you shall only use the Software and Documentation in a manner that complies with all applicable laws in the jurisdiction in which you use the Software and Documentation, including, but not limited to, applicable restrictions concerning copyright and other intellectual property rights.

c) The Software is for private use only. Content files, including, but not limited to songs and other audio recordings, which are accessed using the Software, and which are protected by the copyright laws or related laws of any jurisdiction, may not be distributed to third parties or performed outside your normal circle of family and social acquaintances.

d) You may not use the Software in conjunction with any device or service designed to circumvent technological measures employed to control access to, or the rights in, a content file or other work protected by the copyright laws of any jurisdiction.

4. UPDATES. You shall not be entitled under this License Agreement to receive any updates, upgrades or corrections to the Software, nor any support services. This license does not grant you any right to any enhancement or update.

5. TITLE. Title, ownership, rights, and intellectual property rights in and to the Software and Documentation shall remain in Hiwire and/or its licensees and suppliers. The Software is protected by the copyright laws of the United States and international copyright treaties. Title, ownership rights and intellectual property rights in and to the content accessed through the Software including the content contained in the Software media demonstration files shall be retained by the applicable content owner and may be protected by applicable copyright or other law. This license gives you no rights to such content.

6. WARRANTIES AND LIABILITIES. (a) DISCLAIMER OF WARRANTY. THE SOFTWARE AND DOCUMENTATION ARE PROVIDED AS IS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HIWIRE FURTHER DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SOFTWARE AND DOCUMENTATION REMAINS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL HIWIRE OR ITS LICENSEES OR SUPPLIERS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE PRODUCT, EVEN IF HIWIRE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

7. INDEMNIFICATION. You represent and warrant that you will not utilize the Software to infringe the rights of any third party, including applicable copyrights and trademarks, and you will utilize the Software only to access content for which you have obtained all necessary clearances and permissions, or for which the owner of such data or content has expressly granted you permission to access. You assume the entire risk resulting from your breach of this warranty and agree to hold harmless, indemnify, and defend Hiwire, its officers, directors, employees and agents from and against any losses, damages, fines and expenses (including attorneys' fees and costs) arising out of or relating to any claims that you have recorded and/or transmitted materials in violation of another party's rights, or otherwise used the Software to infringe or interfere in the rights of third parties. If you are importing the Software from the United States, you shall indemnify and hold Hiwire harmless from and against any import and export duties or other claims arising from such importation.

8. TERMINATION. This License Agreement will automatically terminate if you fail to comply with any term hereof. No notice shall be required from Hiwire to effect such termination. You may also terminate this License Agreement at any time by notifying Hiwire in writing of termination. Upon any termination of this License Agreement, you shall immediately discontinue use of the Software and shall within three (3) days return to Hiwire, or certify destruction of, all full or partial copies of the Software, documentation and related materials provided by Hiwire. Your obligation to pay accrued charges and fees shall survive any termination of this License Agreement.

9. NO ASSIGNMENT. This Agreement is personal to you, and may not be assigned without Hiwire's express written consent. In the event that you merge with another entity or are acquired by another entity during the Term, you shall provide written notice of such merger or acquisition not later than the date on which any public announcement is made. If Hiwire does not consent to assignment of this Agreement to the new or acquiring entity in such merger or acquisition, Hiwire may terminate this Agreement on sixty (60) days' written notice. Both parties shall perform under this Agreement until such termination is effective.

10. U.S. GOVERNMENT RESTRICTED RIGHTS AND EXPORT RESTRICTIONS. U.S. GOVERNMENT RESTRICTED RIGHTS: This Software and documentation are provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the Government is subject to restrictions set forth in subparagraphs (a) through (d) of the Commercial Computer Software--Restricted Rights at FAR 52.227-19 when applicable, or in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013, and in similar clauses in the NASA FAR supplement, as applicable. Manufacturer is Hiwire, Inc., 333 South Grand Avenue, Suite 1470, Los Angeles, California 90071. You are responsible for complying with all trade regulations and laws both foreign and domestic. You acknowledge that none of the Software or underlying information or technology may be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Iraq, Libya, Sudan, North Korea, Iran, Syria or any other country subject to a U.S. embargo; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Denied Parties List or Entity List. By using the Software you are agreeing to the foregoing and are representing and warranting that (i) no U.S. federal agency has suspended, revoked, or denied you export privileges, (ii) you are not located in or under the control of a national or resident of any such country or on any such list, and (iii) you will not export or re-export the Software to any prohibited county, or to any prohibited person, entity, or end-user as specified by U.S. export controls.

11. MISCELLANEOUS. This License Agreement shall constitute the complete and exclusive agreement between us, notwithstanding any variance with any purchase order or other written instrument submitted by you, whether formally rejected by Hiwire or not. The terms and conditions contained in this License Agreement may not be modified except in a writing duly signed by you and an authorized representative of Hiwire. 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 California, 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 California. Any and all unresolved disputes arising under this License Agreement shall be submitted to arbitration in the State of California; except that, to the extent that you have breached or have indicated your intention to breach this License Agreement in any manner which may cause continuing or irreparable harm to Hiwire (including, but not limited to, any breach that may impact Hiwire's intellectual property rights, or a breach by reverse engineering), Hiwire may seek injunctive relief, or any other appropriate relief, in any court of competent jurisdiction. Any arbitration of a dispute under this Agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. This License Agreement will not be governed by the United Nations Convention of Contracts for the International Sale of Goods, the application of which is hereby expressly excluded.

Copyright (c) 2001 Hiwire, Inc. and/or its licensees and suppliers. 333 South Grand Avenue, Suite 1470, Los Angeles, California 90071 U.S.A. All rights reserved. REVISED 8/20/2001