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		IF YOU ("COMPANY") ARE DISTRIBUTING ANY ROXIO SOFTWARE THEN THESE TERMS AND CONDITIONS APPLY TO YOU. BY DISTRIBUTING ANY ROXIO SOFTWARE, COMPANY IS AGREEING TO THESE TERMS AND CONDITIONS (the "Agreement"). COMPANY IS PROHIBITED FROM SELLING ANY ROXIO SOFTWARE AS A STAND ALONE PRODUCT. ALL ROXIO SOFTWARE MUST BE SOLD BUNDLED WITH COMPANY HARDWARE (SEE SECTION 1.5 FOR A LIST OF AUTHORIZED COMPANY HARDWARE) AND SOLD DIRECTLY TO CUSTOMERS. ANY TERMS AND CONDITIONS PROVIDED TO YOUR SUPPLIER ON ANY COMPANY PURCHASE ORDER WILL NOT BE ENFORCEABLE AND ARE NOT AGREED TO BY ROXIO. ROXIO'S FAILURE TO OBJECT TO PROVISIONS CONTAINED IN ANY COMMUNICATION FROM COMPANY SHALL NOT BE DEEMED A WAIVER OF THE PROVISIONS HEREIN. ANY CHANGES IN THE TERMS CONTAINED HEREIN MUST SPECIFICALLY BE AGREED TO IN WRITING BY ROXIO BEFORE BECOMING BINDING ON ROXIO. THESE TERMS SHALL BE APPLICABLE WHETHER OR NOT THEY ARE ATTACHED OR ENCLOSED WITH THE PRODUCTS TO BE DISTRIBUTED HEREUNDER. IF THESE TERMS ARE CONSIDERED AN OFFER BY ROXIO, COMPANY'S ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU SHOULD RETURN THE SOFTWARE TO YOUR SUPPLIER. 1. 1. DEFINITIONS. As used in this Agreement, the following terms have the following meanings: 1.1 Bundled Product. "Bundled Product" means the Software bundled with the Company Hardware, where the Company Hardware is the primary product being sold to the end user. The Software may be added on to such Company Hardware to provide additional value to the end user. 1.2 Company. "Company" means the company distributing the Roxio Software. 1.3 Confidential Information. "Confidential Information" means any information, data, or know-how deemed confidential by either party (including, but not limited to, the Software source code, business plans and roadmaps). Confidential Information does not include: (i) that which is in the receiving party's possession without restriction at the time of disclosure; (ii) is or becomes part of the public knowledge or literature, not as a result of any action or inaction by the receiving party; (iii) is approved for release by written authorization of the disclosing party; or (iv) is independently developed by the receiving party without the use of or access to the Confidential Information. 1.4 Software. "Software" means the object code form of the Roxio software distributed by Company under this Agreement and any related documentation provided with such software. Software includes, but is not limited to, any Roxio software designated as "Basic", "Lite", or "Standard Edition." 1.5 Company Hardware. "Company Hardware" means hardware products, either manufactured by Company or purchased by Company from a third party hardware manufacturer, that are compatible with the Software and in good working condition. Company Hardware is limited to the following: ? Business Computers 1.6 Non-Compliance Fee. A "Non-Compliance Fee" means the Roxio retail price for the Software. 2. LICENSE; SUBDISTRIBUTORS; RESTRICTIONS 2.1 License. Subject to Company's compliance with the terms and conditions of this Agreement, Roxio hereby grants to Company a non-exclusive, non-transferable, non-sublicensable, royalty-bearing license to distribute the Software, but only as bundled with Company Hardware, directly to customers. Roxio reserves all rights not expressly granted to Company herein. 2.2 Restrictions. a. IT SHALL BE A VIOLATION OF THIS AGREEMENT TO (I) SELL A BUNDLED PRODUCT WHEREBY THE SOFTWARE IS ADVERTISED AS THE PRIMARY PRODUCT, AND A NON-FUNCTIONING PIECE OF HARDWARE IS BUNDLED OR ADVERTISED TO BE SOLD WITH THE SOFTWARE, or (II) SELL THE SOFTWARE AS A STANDALONE PRODUCT. ANY SUCH VIOLATION WILL BE SUBJECT TO A NON-COMPLIANCE FEE. b. Company may not distribute in any manner any Software except as described in Section 2.1. In addition, Company will not (and will not allow any third party to): (i) reverse engineer or attempt to discover any source code or underlying ideas or algorithms of any Software, except if and to the extent this is permitted by applicable mandatory law and Company has requested from Roxio in writing to be provided with the required information first; (ii) provide, lease, lend, use for timesharing or service bureau purposes or otherwise use or allow others to use Software for the benefit of any third party; (iii) modify, translate, or otherwise create derivative works of the Software; (iv) distribute the Software except when accompanied by a copy of Roxio's then-standard applicable end user license agreement incorporated as a "click wrap" agreement in the Software and/or included in the relevant user documentation; (vi) remove, alter, cover or obscure any notice or mark that appears on the Software, on any copies or media thereof or associated therewith; (vii) distribute the Software or any component thereof as a stand-alone product or distribute the Software other than bundled with Company Hardware; or (viii) use Software, or allow the transfer, transmission, export, or re-export of Software or portion thereof in violation of any export control laws or regulations administered by the U.S. Commerce Department, OFAC, or any other government agency. Company will not use, register or take other action with respect to any name, logo, trademark, service mark, or other identifier used anywhere in the world by Roxio, except to the extent authorized in writing by Roxio in advance. 3. AUDIT. Company shall maintain at Company's principal office accurate books and records relating to the Software as shall be sufficient to confirm Company's compliance with this Agreement. Company shall permit Roxio, Inc. to audit such books and records of Company as may reasonably be required to verify compliance with this Agreement, at such times as Roxio may reasonably request, upon reasonable written notice. Roxio shall pay the cost of audits unless it is found that Company was distributing Software in violation of the terms of this Agreement, in which event Company shall reimburse Roxio for the cost of such audits in addition to all other amounts to which Roxio may be legally entitled. Roxio shall use commercially reasonable efforts to ensure that audits do not unreasonably interfere with Company's business activities. 4. NON-COMPLIANCE FEE. Company agrees that each copy of the Software distributed in violation of these terms and conditions shall be subject to, and Company agrees to pay, a Non-Compliance Fee. Company expressly agrees that the Non-Compliance Fee is a fair and reasonable amount and is not considered a penalty. 5. PROPRIETARY OWNERSHIP RIGHTS. 5.1 Ownership. Notwithstanding anything else herein, as between the parties, Roxio owns and retains all right, title, and interest in and to: (i) the Software, all copies and derivative works thereof (by whomever created); (ii) all documentation and materials provided by Roxio or Roxio's contractors to Company; and (iii) the trademarks embodied therein. Any references herein to a "sale" or "purchase" of the Software shall be deemed to be a "license." The Software is only licensed and is not sold. Company acknowledges and represents that Company has no ownership interest in the Software. 5.2 Third Party Rights. Roxio hereby discloses to Company that certain technologies included in certain of the Software are compliant with certain technology standards and systems, including but not limited to the DVD, JPEG, MPEG, and MP3 standards, and/or content scrambling systems (CSS) and tamper resistance systems (TRS) collectively ("Technology Standards"). Therefore, the making, use, selling, licensing, copying, distribution, or other exploitation of the Software may be subject to intellectual property claims by and/or royalty payments to the bodies managing the intellectual property licensing of such Technology Standards and/or by the owners of the intellectual property related to such Technology Standards. Since the pricing to the Company does not contemplate Roxio paying for any royalties to such third parties, notwithstanding anything else herein, Company acknowledges and agrees that: (i) Company will have to acquire appropriate licenses and pay any associated royalties due in association with exploiting its license hereunder; and (ii) Company will indemnify and hold Roxio harmless against any liability, loss or damage suffered by Roxio or its licensors in association with Company's failure to obtain the appropriate license and/or pay the associated royalties/fees for such licenses. 6. DISCLAIMERS. OTHER THAN THE LIMITED WARRANTY MADE TO END USERS IN THE THEN-CURRENT END USER LICENSE AGREEMENT INCLUDED IN THE SOFTWARE, ROXIO MAKE NO WARRANTIES OR REPRESENTATIONS AS TO THE SOFTWARE OR AS TO ANY SERVICES RENDERED TO COMPANY. ROXIO DISCLAIMS ALL OTHER WARRANTIES, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INTERRUPTION OF USE, AND FREEDOM FROM BUGS. COMPANY HAS BEEN ADVISED AND UNDERSTANDS THAT CERTAIN SOFTWARE MAY CONTAIN "COPY PROTECTION SOFTWARE" (AS THAT TERM IS DEFINED BELOW) WHICH IS INTENDED TO MAKE IT DIFFICULT FOR THE AVERAGE PC USER TO: (I) COPY UNSCRAMBLED, COMPRESSED DVD VIDEO CONTENT; AND (II) DETERMINE SECRET CSS ALGORITHMS AND KEYS. THE COPY PROTECTION SOFTWARE IS NOT, HOWEVER, INFALLIBLE AND ITS PROTECTION MECHANISMS MAY BE COMPROMISED WHICH COULD RESULT IN UNAUTHORIZED COPYING OF DVD VIDEO CONTENT OR THE DISCOVERY OF SECRET CSS ALGORITHMS OR KEYS. COMPANY AGREES THAT IN NO EVENT WILL COMPANY OR COMPANY'S DISTRIBUTORS GIVE ANY WARRANTIES REGARDING THE COPY PROTECTION SOFTWARE OR THE DEGREE OF SECURITY PROVIDED BY THE COPY PROTECTION SOFTWARE. "Copy Protection Software" means the copy protection module of certain Software, whether created by Roxio or by a third party. Copy Protection Software includes, but is not limited to, a content scrambler system ("CSS") and tamper resistance systems. 7. LIMITATION OF LIABILITY. EXCEPT FOR A BREACH OF SECTION 2.2 (RESTRICTIONS) OR SECTION 9 (CONFIDENTIALITY), IN NO EVENT SHALL EITHER PARTY BE LIABLE OR OBLIGATED WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT OR UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY (I) FOR ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, SERVICES OR RIGHTS; (II) FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES; OR (III) FOR INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL ROXIO BE LIABLE OR OBLIGATED FOR ANY AMOUNTS IN EXCESS OF THE AGGREGATE ROYALTIES PAID TO ROXIO HEREUNDER WITH RESPECT TO THE AFFECTED SOFTWARE. 8. COMPANY INDEMNITY. Company agrees to defend and hold Roxio (and Roxio's employees, officers, directors and licensors), harmless from any and all damages, liabilities, costs and expenses (including, but not limited to reasonable attorney's fees) arising from any third party claims: (i) alleging infringement or violation of any third party proprietary rights by any combination of Company Hardware, trademarks or other proprietary marks of Company or any other materials or technology provided by Company, with the Software or; (ii) arising out of or relating to any materials printed or distributed by Company that do not conform completely in substance to the documentation associated with the Software as originally provided by Roxio to Company; and (iii) arising out of or relating to any representations or warranties made by Company or Company subdistributors regarding the Software which are inconsistent with or beyond those made by Roxio in the relevant documentation as originally provided by Roxio to Company. 9. CONFIDENTIALITY. Except as expressly and unambiguously allowed herein, each party will hold in confidence and not use or disclose any Confidential Information of the other party and shall similarly bind its employees in writing. The receiving party may make disclosures of Confidential Information required by law or court order. Except as required by law or regulation or disclosure made to third parties (who are under confidentiality obligations) in connection with a financing, merger, acquisition, or corporate reorganization, the Parties shall keep the terms of this Agreement in confidence and shall not disclose such terms to any third party. Due to the unique nature of the Confidential Information, if the receiving party fails to comply with any of its obligations under this Section 9, the disclosing party will suffer immediate, irreparable harm and monetary damages will be inadequate to compensate the disclosing party for any such breach. As such, the disclosing party may enforce this Section 9 by seeking injunctive or other equitable remedies in addition to any available legal remedies, without the requirement of posting a bond. This Section 9 will survive termination of this Agreement. 10. TERM; TERMINATION. 10.1 Term. This license is effective until terminated hereunder. Company may terminate the license at any time by destroying the Software (including the related documentation) together with all copies or modifications in any form. Roxio will have the right to terminate the license granted at any time. The license granted to Company herein will terminate automatically upon any breach of Section 2 or 3. Upon termination of this Agreement for any reason, Company shall immediately stop using and distributing the Software and shall destroy and remove from all computers, hard drives, networks, and other storage media all copies of the Software. 10.2 Termination for Cause. If either party defaults in the performance of any provision of this Agreement, then the non-defaulting party may give written notice to the defaulting party that if the default is not cured within thirty (30) days, then the Agreement shall automatically Terminate at the end of such period. 10.3 Survival. Sections 1, 2.2, and 11, shall survive any Termination or cancellation of this Agreement. 10.4 Additional Remedies. Except as expressly limited by this Agreement, termination of this Agreement shall be without prejudice to any other remedy that may be available to a party due to default of this Agreement. Violation of obligations under this Agreement may cause irreparable harm and damage that may not be recovered at law, and remedies for breach of this Agreement may be awarded in equity through injunctive relief. 11. MISCELLANEOUS. 11.1 Relationship. The relationship between the parties shall be that of independent contractors. Nothing contained herein shall be construed to imply a joint venture, principal or agent relationship, or other joint relationship, and neither party shall have the rights, power or authority to create any obligation, express or implied, on behalf of the other. 11.2 Governing Law. This Agreement shall be governed in all respects by the substantive laws of the State of California or of the United States, without regard to conflicts of law principles therein, and without regard to the United Nations Convention on the International Sale of Goods. 11.3 Jurisdiction; Venue. The parties expressly stipulate that all litigation under this Agreement shall be brought in the competent courts of Santa Clara, California. 11.4 Attorneys' Fees. In the event of any litigation by the parties under this Agreement, the prevailing party shall be entitled to costs and reasonable attorneys' fees. 11.5 Assignment. Company shall not assign or otherwise transfer any of Company's rights, obligations or licenses hereunder without the prior written consent of Roxio. Roxio may, without Company's prior written consent, assign or transfer Roxio's rights and obligations hereunder. Subject to the foregoing, the provisions of this Agreement shall apply to and bind the successors and permitted assigns of the parties. 11.6 Waiver. Failure by any party to enforce any of its rights under this Agreement shall not be deemed a waiver of any right that party has under this Agreement. 11.7 Notices. All notices, requests, consents and other communications hereunder shall be in writing and delivered personally, by mail or by facsimile (with facsimiles to be promptly confirmed in writing) or overnight courier. All such written communications delivered by mail shall be mailed, postage prepaid, either by certified or registered, first-class mail or overnight courier to the parties at their respective addresses as set forth on the facing page of this Agreement, subject to the right of either party to change its address by delivering written notice to the other. Such notices shall be deemed to be effective upon two (2) days following the date of mailing or upon receipt if by facsimile or personal delivery. 11.8 Severability. If any provision of this Agreement is held to be illegal or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. 11.9 Export Compliance. Company agrees to comply with the U.S. Foreign Corrupt Practices Act and all applicable export laws, restrictions, and regulations of any United States or foreign agency or authority and not to export or re-export, or allow the export or re-export of any product, technology or information Company obtains or learns pursuant to this Agreement (or any direct product thereof) in violation of any such laws, restrictions or regulations; Company shall obtain and bear all expenses relating to any necessary licenses and/or exemptions with respect to the export from the U.S. of the Software to any location in compliance with all applicable laws and regulations prior to delivery thereof by Roxio. Company hereby agrees to indemnify and hold Roxio harmless from and against any losses, damages, penalties or causes of action resulting from a violation of this Section. 11.10 Entire Agreement; Amendment. This Agreement reflects the entire agreement of the parties regarding the subject matter hereof, and supersedes all prior and contemporaneous agreements between the parties regarding such subject matter, whether written or oral. This Agreement may not be amended, altered or changed except by a writing signed by both parties. This Agreement is executed in the English language. 11.11 Force Majeure. Except for payment of monies due under this Agreement, nonperformance of either party shall be excused to the extent that performance is rendered impossible by fire, earthquake, flood, governmental acts or orders or restrictions, failure of suppliers, or any other reason where failure to perform is beyond the control and not caused by the negligence of the nonperforming party. 11.12 BASIS OF THE BARGAIN. EACH PARTY RECOGNIZES AND AGREES THAT THE WARRANTY DISCLAIMERS AND LIABILITY AND REMEDY LIMITATIONS IN THIS AGREEMENT ARE MATERIAL, BARGAINED FOR BASIS OF THIS AGREEMENT AND THAT THEY HAVE BEEN TAKEN INTO ACCOUNT AND REFLECTED IN DETERMINING THE CONSIDERATION TO BE GIVEN BY EACH PARTY UNDER THIS AGREEMENT AND IN THE DECISION BY EACH PARTY TO ENTER INTO THIS AGREEMENT.
		I accept these Terms and Conditions

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