June 30, 2006

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 [email-masked].  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
[email-masked].

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 § 12.212(a) and/or DFARS § 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  2001-2006 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, 
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 [email-masked].  ¬¬¬¬¬¬¬¬¬¬¬¬¬¬¬¬¬

NAPSTER SUBSCRIPTION SERVICE AND MUSIC STORE TERMS AND
CONDITIONS

Effective June 1, 2006

This document (the "Agreement") is a legal
contract between you and Napster, LLC ("Napster") that governs your
use of Napster's online music services (the Napster subscription services,  the "Napster Light" download
sales service and/or any of the XM + Napster services) available at
www.napster.com (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.

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 the Service, you
will 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).

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. Napster will use your Registration Data in accordance with its
privacy policy, which you can review at
http://www.napster.com/privacypolicy.html.

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 intellectual property laws. You 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,
performed, 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) will
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, or download
a Sample.

A "Purchased Track" is a Track that you may (1)
save to the hard drives of up to three (3) of your personal computers and play
back at any time, (2) burn to a CD and/or (3) transfer to a compatible portable
device. Any security technology that is provided with a Purchased Track is an
inseparable part of it. If you have Purchased Tracks, it is your responsibility
not to lose, destroy or damage them. Napster shall have no liability to you in
the event of any such loss, destruction, or damage. You may purchase Tracks on
an individual basis and you may also be offered the ability to purchase Tracks
in groups (called "Track Packs"), sometimes at discounted pricing. If
you purchase a Track Pack, your account will be credited for the number of
Tracks that were included and you will then be able to use those credits
towards future Track 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 or gift
certificate for Napster, you should follow the instructions that you received
with such promotion to redeem that code or gift. 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 and gift are certificates 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). In addition, as with Track Packs, from the time that you redeem your
promotional code or gift certificate, you will have up to one year to use the
credit(s) that you have redeemed towards Track purchases.  After one year, your credits 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.

You may burn each Purchased Track to a CD an unlimited
number of times, but may only burn each Purchased Track up to seven (7) times
as part of any particular playlist of songs. A "playlist" is a discrete group of Purchased Tracks that
are arranged together in a particular order. Once you have burned a Purchased
Track to a CD, you agree not to copy, distribute, or transfer the track from
that CD to any other media or device.

You may transfer a Purchased Track an unlimited number of
times to up to three (3) portable devices that are compatible with the
Service's Usage Rules and security requirements. Once you have transferred a
Purchased Track to a compatible portable device, you agree not to copy,
distribute, or transfer it from that device 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.

If you are using the version of the Service that is
accessible from Microsoft Corporation's Windows Media Player 9 Series, you will
only be able to burn or transfer Purchased Tracks using the Windows Media
Player. In addition, if you are using the version of the Service that runs in
Microsoft Corporation's Windows XP Media Center Edition 2004, certain features
that are available in the Service will not be available in the "distance
viewing" experience.

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

Sync/Restore. Napster will maintain a record of your
Purchased Tracks. You may use the "Sync/Restore" function to obtain
another copy of those Purchased Tracks for up to two (2) additional computers
that you own.

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 and/or Materials or to utilize
the "Sync/Restore" function for Purchased Tracks.

Delivery of Products. On occasion, technical problems may
delay or prevent delivery of Purchased Tracks and Materials to you. Your sole
remedy with respect to Purchased Tracks and any Materials that are not
delivered will be either replacement of such products or refund of the price
paid for such content, at Napster's discretion.

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.

InBox/Sending Messages. When you
register for the Service and download the Client, you will receive a Service
"Inbox" that can be used to receive or send email messages (collectively,
the "Napster Messaging System" or "NMS"). You may send NMS
messages to other Service members or to regular email addresses. When you send
an NMS message, the recipient will be able to reply to the email address that
you have provided to Napster upon registration. Therefore, you should not use
the NMS functionality to send messages to any person(s) to whom you do not wish
to share your personal email address. If you do not wish to receive any NMS
messages from a particular Service member, you may utilize the "Blocked
Senders List" functionality within the Client.

Monitoring Public Areas. The Service may have features that
allow you to exchange messages with other members (via "Public
Areas"). The text of any NMS message is also considered to be a "Public
Area." Napster may, but is not obliged to, restrict your use of NMS,
monitor any activity or edit or remove content in Public Areas, or restrict
access by other members to your NMS 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," or sends to or receives from another member
over NMS or an instant messenger system. 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,
including by sending via NMS.

Gifting. You may use the Gift Certificate functionality
within the Client to gift Tracks and/or Subscription Service memberships to
third parties, following the instructions within the Client. After you click
the "Buy" button and 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
Tracks 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.

Restrictions. You may not use the Service, including NMS, 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 that you 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 "Member Information" section of
the "My Account" area.

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/issues/parents/advisory.asp). 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 objectionable.

INTERNATIONAL CONSIDERATIONS

Currently, the Service is only available to residents of the
United States. You understand and acknowledge 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 © 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. § 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. 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 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.

LINKS TO THIRD-PARTY SITES

The Service 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 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 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 the Service,
Tracks, Client, and the Materials is at your own sole risk. THE 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 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 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 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 "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 Downloads while your subscription is current. You may copy each 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 pay for them as Purchased Tracks. You may not
share 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 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 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 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 Downloads that you so transfer and the number
of times that you play Downloads on such devices. Napster also automatically
renews your rights to any Downloads stored on your portable devices at the
beginning of each Subscription Month. Thus, in order to continue to play such
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
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 choose Cancellation Request from the Type of Help menu. 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 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.

© 2006 Napster, LLC.