This version of the RealPlayer Enterprise (RPE) is built specifically for free distribution for current Real Education customers with active Essential Support and Upgrades. To access this download, please read and accept the License Agreement.
REALPLAYER DISTRIBUTION AGREEMENT FOR EDUCATIONAL INSTITUTIONS
IMPORTANT -- READ CAREFULLY: This License Agreement ("License Agreement") is a legal agreement between you (either an individual or an entity hereinafter referred to also as "Licensee") and RealNetworks, Inc. and its suppliers and licensors (collectively "RealNetworks") for RealNetworks software ("Software"). The Software may include one of the following RealNetworks products: RealPlayer Enterprise Edition. You may install only ONE copy of the Software. By choosing "Accept," 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, select "Cancel" or "No" 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.
ANY THIRD PARTY SOFTWARE, INCLUDING ANY NON-REALNETWORKS PLUG-IN, THAT MAY BE PROVIDED WITH THE SOFTWARE IS INCLUDED FOR USE AT YOUR OPTION. IF YOU CHOOSE TO USE SUCH SOFTWARE, THEN YOUR USE SHALL BE GOVERNED BY SUCH THIRD PARTY'S LICENSE AGREEMENT, AN ELECTRONIC COPY OF WHICH WILL BE INSTALLED IN THE "LICENSE" FOLDER UNDER THE DIRECTORY ON YOUR COMPUTER IN WHICH YOU CHOOSE TO INSTALL THE SOFTWARE.
Definitions. (a) "Documentation" means End User License Agreements, instructions, users' guides, manuals, and other written material, whether in printed or electronic form, describing the installation, functions and operation of the RN Product that RN includes with the RN Product. (b) "End User" means any Licensee employee or registered student that is specifically authorized by Licensee to download the RN Product from any Licensee location where the RN Product is distributed directly by Licensee for End User's use, but not under any circumstances for resale or further distribution. (c) "EULA" means the end user license agreement between RN and Licensee granting End Users the right to use the RN Products, that is displayed on a screen where End Users are required to click on and accept the terms of the license prior to obtaining access a downloadable RN Product file. RN, and not Licensee, will grant the license grant to the End User for the RN Product, and RN may incorporate it into the installation procedure for the RN Product. (d) "RN Marks" means all names, trademarks, service marks, and logos used by RN in connection with RN Product. (e) "RN Products" means RN's proprietary software now known as the "RealPlayer Enterprise " (the most current free version(s) as indicated on the online Registration Form) that contains RN's proprietary multimedia streaming technology, and that enables End Users to play back audio, video, and other RN media files over the Internet on the End User's personal computer. The RN Products includes Documentation, and any Upgrades that RN may provide, in its sole discretion, to Licensee during the Term. (f) "Upgrades" means updates, upgrades, corrections, bug fixes, and version releases (no matter how named or denominated by RN) for RN Products that RN makes available to Licensee during the term of this Agreement. (g) "Web Host" means the electronic copy of the RN Products information that is displayed in a confidential, external RN Webpage site, that will enable Licensee to install RN Products on Licensee servers for access by potential End Users. Grant of License. Subject to the terms and conditions of this Agreement, RN hereby grants Licensee a non-exclusive, non-transferable, worldwide, royalty-free license to reproduce and distribute the RN Products. Licensee shall comply with the following conditions in connection with the RN Products: (a) Licensee may distribute the RN Products to the Licensee’s End Users, as defined above, electronically from its internal Web site; via CD-ROM or Licensee’s Software Management System. (b) the RN Products shall only be licensed and not sold; (c) Licensee shall not remove or replace the EULA, or cause the EULA not to be displayed to End Users prior to RN Products download; (d) Licensee may not charge End Users any fees to download the RN Products; (e) Licensee shall not distribute the RN Products via the Internet or any other means to anyone who is not an End User; and (f) Licensee may not distribute, license, sub-license, offer for sale, or sell the RN Products to other resellers or original equipment manufacturers; (f) Licensee will not distribute any other software product that is installed in such a way that it (i) replaces the RN Products as the default player for any file extensions supported by the RN Products, such as RealAudio (.ra), RealVideo (.rm), or MP3; (ii) replaces the RN Products as the default player for any MIME types supported by the RN Products, such as: audio/x-pn-realaudio, audio/x-pn-realaudio-plugin, audio/x-pn-realaudio,ram, audio/vnd.rn-realaudio, vnd.rn-realmedia and video/vnd.rn-realvideo; or (iii) in any way impairs the functionality of the RN Products. Reservation of Rights. Title to and ownership of all intellectual property rights in and to the RN Products (including but not limited to all computer codes, animations, photographs, images, video, audio, text, and music therein) are the exclusive property of RN and its suppliers. The RN Products are protected by the laws of the United States and international treaties. All rights not specifically granted herein to Licensee are reserved to RN. Except as expressly provided herein, Licensee shall not copy, modify in any way, reproduce, display, decompile, reverse engineer, store, translate, sell, lease or otherwise transfer, distribute or use the RN Products without RN's prior written consent. Reproduction Kit. RN will provide Licensee with a confidential FTP download site from which it may download the RN Products. Licensee shall bear all costs associated with reproducing the RN Products for the purposes of this Agreement, including any costs associated with updating and maintaining Licensee’s internal webpages. Upgrades. RN, in its sole discretion, will determine whether to make an Upgrade available to Licensee. In the event that RN elects to make available under this Agreement an update to the RN Products, RN shall notify Licensee of the availability of any such updates. Use of RN's Trademarks. Licensee acknowledges that "RN," "RealNetworks," "RealAudio," "RealVideo," "RealOne Player, "RealJukebox" and other marks and logos used by RN with the RN Products (the "RN Marks") are trademarks or registered trademarks of RN. RN hereby grants to Licensee a non-exclusive, limited license to use the RN Marks solely in connection with Licensee’s distribution of the RN Products in the form and manner set forth in RN's Trademark Usage Guidelines found at http://www.realnetworks.com/company/guide/policy.html. Upon RN's request, Licensee shall promptly provide RN with samples of any product or documentation bearing the RN Marks. If RN determines that Licensee is using the RN Marks improperly, Licensee shall immediately remedy the improper use. Proprietary Notices. Licensee and its employees and agents shall not remove or alter any proper trademark, copyright, or other proprietary notices on or in copies of the RN Products. In addition, Licensee shall place a notice on all Webpages where the RN Product is distributed that reads: "The RealPlayer Enterprise are included under license from RealNetworks, Inc. Copyright 2004. RealNetworks, Inc. Patents pending. All rights reserved." Licensee's Distribution and Use. The RN Products shall only be used by End Users to receive content from externally owned and operated Websites. Licensee shall not use the RN Products to stream content from its Intranet servers without first obtaining the appropriate license from RN. Reports. Licensee shall report the quantity of RN Products distributed during each quarter to RN within thirty (30) calendar days after the end of that quarter. Such reports shall be provided in written or electronic form to RN, Attention: E-Commerce Marketing Specialist, RealNetworks, Inc., 2601 Elliot Avenue, Seattle, Washington 98121 email: client_distribution@real.com. Termination. Without prejudice to any other rights, RN may terminate this Agreement if it provides written notice to Licensee that it has failed to comply with this Agreement, and Licensee does not cure such failure within the ten (10) day period. Upon any termination of this Agreement, Licensee must destroy all copies of the RN Products. Termination shall not affect the rights of end users to continue using copies of the RN Products already distributed by Licensee. Disclaimer of Warranties and Limitation of Liability. THE RN PRODUCTS ARE PROVIDED AS IS, WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, REALNETWORKS FURTHER DISCLAIMS ALL WARRANTIES IN THE RN PRODUCTS AND RN MARKS, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE ENTIRE RISK ARISING OUT OF THE USE OR DISTRIBUTION OF THE RN PRODUCT OR USE OF THE RN MARKS REMAINS WITH LICENSEE. RN DOES NOT WARRANT THAT THE RN PRODUCTS DO NOT INCLUDE ANY VIRUS, SOFTWARE ROUTINE OR OTHER SOFTWARE DESIGNED TO PERMIT UNAUTHORIZED ACCESS, TO DISABLE, ERASE OR OTHER WISE HARM SOFTWARE, HARDWARE, OR DATA; OR TO PERFORM ANY OTHER SUCH ACTIONS. IN NO EVENT SHALL RN BE LIABLE TO LICENSEE OR ANY OTHER THIRD PARTY FOR ANY DAMAGES OF ANY KIND, WHETHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR USE, INCURRED BY EITHER PARTY OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT OR BASED ON A WARRANTY, EVEN IF THE OTHER PARTY OR ANY OTHER PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Indemnity. Licensee shall indemnify, hold harmless, and defend RN from any and all damages, costs and expenses, including reasonable attorney’s fees, incurred in connection with any claim that the combination, operation or use of the RN Products with any software or hardware with which Licensee has bundled the RN Products infringes the intellectual property rights of any third party, provided that Licensee is notified promptly in writing of such claim and has sole control over its defense and settlement and RN provides reasonable assistance at Licensee’s expense. Independent Contractor. The relationship created by this Agreement is one of independent contractors, and not partners or joint venturers. Notices. All notices and demands under this Agreement shall be in writing and will be delivered by personal service, confirmed e-mail, express courier, or certified mail, return receipt requested. All notices to RN shall be to the attention of the Legal Department, RealNetworks, Inc., 2601 Elliot Avenue, Seattle, Washington 98121. All notices to Licensee shall be sent to Licensee at the address shown at the beginning of this Agreement. Either party may change its address for Notices by giving the other advance written notice. Survival. The following sections survive any termination of this Agreement: Sections 3, 8, 9, 10, 12, 13, 14, and 15. Export Licenses. Licensee acknowledges that the laws and regulations of the United States may restrict the export and re-export of certain commodities and technical data of United States origin, and agrees that Licensee shall indemnify and hold RN harmless from and against any duties, penalties on other claims arising out of or relating to such exportation and importation. Non-Waiver. The waiver by either party of any breach of this Agreement by the other party will not waive subsequent defaults by such party of the same or a different kind. If any provision of this 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 provision hereof. Governing Law. This License Agreement shall be governed by the laws of the State of Washington, without regard to conflicts of law provisions, and Licensee consents to the exclusive jurisdiction of the state and federal courts sitting in the State of Washington. This Agreement shall not be governed by the United Nations Convention of Contracts for the International Sale of Goods, the application of which is hereby expressly excluded. Entire Agreement. This Agreement constitutes the complete and exclusive agreement between RN and Licensee with respect to its subject matter, and supersedes all prior oral or written understandings, communications or agreements, notwithstanding any variance with any purchase order or other written instrument submitted by Licensee, whether formally rejected by RN or not, and may not be modified except in a writing duly signed by an authorized officer of RN and Licensee. I/we understand that these program terms are incorporated into the EULA for the RealPlayer Enterprise, and if we cease to operate within the program terms, the EULA is terminated and we must stop using the software. I accept these terms and conditions.
Definitions.
(a) "Documentation" means End User License Agreements, instructions, users' guides, manuals, and other written material, whether in printed or electronic form, describing the installation, functions and operation of the RN Product that RN includes with the RN Product.
(b) "End User" means any Licensee employee or registered student that is specifically authorized by Licensee to download the RN Product from any Licensee location where the RN Product is distributed directly by Licensee for End User's use, but not under any circumstances for resale or further distribution.
(c) "EULA" means the end user license agreement between RN and Licensee granting End Users the right to use the RN Products, that is displayed on a screen where End Users are required to click on and accept the terms of the license prior to obtaining access a downloadable RN Product file. RN, and not Licensee, will grant the license grant to the End User for the RN Product, and RN may incorporate it into the installation procedure for the RN Product.
(d) "RN Marks" means all names, trademarks, service marks, and logos used by RN in connection with RN Product.
(e) "RN Products" means RN's proprietary software now known as the "RealPlayer Enterprise " (the most current free version(s) as indicated on the online Registration Form) that contains RN's proprietary multimedia streaming technology, and that enables End Users to play back audio, video, and other RN media files over the Internet on the End User's personal computer. The RN Products includes Documentation, and any Upgrades that RN may provide, in its sole discretion, to Licensee during the Term.
(f) "Upgrades" means updates, upgrades, corrections, bug fixes, and version releases (no matter how named or denominated by RN) for RN Products that RN makes available to Licensee during the term of this Agreement.
(g) "Web Host" means the electronic copy of the RN Products information that is displayed in a confidential, external RN Webpage site, that will enable Licensee to install RN Products on Licensee servers for access by potential End Users.
Grant of License. Subject to the terms and conditions of this Agreement, RN hereby grants Licensee a non-exclusive, non-transferable, worldwide, royalty-free license to reproduce and distribute the RN Products. Licensee shall comply with the following conditions in connection with the RN Products:
(a) Licensee may distribute the RN Products to the Licensee’s End Users, as defined above, electronically from its internal Web site; via CD-ROM or Licensee’s Software Management System.
(b) the RN Products shall only be licensed and not sold;
(c) Licensee shall not remove or replace the EULA, or cause the EULA not to be displayed to End Users prior to RN Products download;
(d) Licensee may not charge End Users any fees to download the RN Products;
(e) Licensee shall not distribute the RN Products via the Internet or any other means to anyone who is not an End User; and
(f) Licensee may not distribute, license, sub-license, offer for sale, or sell the RN Products to other resellers or original equipment manufacturers; (f) Licensee will not distribute any other software product that is installed in such a way that it (i) replaces the RN Products as the default player for any file extensions supported by the RN Products, such as RealAudio (.ra), RealVideo (.rm), or MP3; (ii) replaces the RN Products as the default player for any MIME types supported by the RN Products, such as: audio/x-pn-realaudio, audio/x-pn-realaudio-plugin, audio/x-pn-realaudio,ram, audio/vnd.rn-realaudio, vnd.rn-realmedia and video/vnd.rn-realvideo; or (iii) in any way impairs the functionality of the RN Products.
Reservation of Rights. Title to and ownership of all intellectual property rights in and to the RN Products (including but not limited to all computer codes, animations, photographs, images, video, audio, text, and music therein) are the exclusive property of RN and its suppliers. The RN Products are protected by the laws of the United States and international treaties. All rights not specifically granted herein to Licensee are reserved to RN. Except as expressly provided herein, Licensee shall not copy, modify in any way, reproduce, display, decompile, reverse engineer, store, translate, sell, lease or otherwise transfer, distribute or use the RN Products without RN's prior written consent.
Reproduction Kit. RN will provide Licensee with a confidential FTP download site from which it may download the RN Products. Licensee shall bear all costs associated with reproducing the RN Products for the purposes of this Agreement, including any costs associated with updating and maintaining Licensee’s internal webpages.
Upgrades. RN, in its sole discretion, will determine whether to make an Upgrade available to Licensee. In the event that RN elects to make available under this Agreement an update to the RN Products, RN shall notify Licensee of the availability of any such updates.
Use of RN's Trademarks. Licensee acknowledges that "RN," "RealNetworks," "RealAudio," "RealVideo," "RealOne Player, "RealJukebox" and other marks and logos used by RN with the RN Products (the "RN Marks") are trademarks or registered trademarks of RN. RN hereby grants to Licensee a non-exclusive, limited license to use the RN Marks solely in connection with Licensee’s distribution of the RN Products in the form and manner set forth in RN's Trademark Usage Guidelines found at http://www.realnetworks.com/company/guide/policy.html. Upon RN's request, Licensee shall promptly provide RN with samples of any product or documentation bearing the RN Marks. If RN determines that Licensee is using the RN Marks improperly, Licensee shall immediately remedy the improper use.
Proprietary Notices. Licensee and its employees and agents shall not remove or alter any proper trademark, copyright, or other proprietary notices on or in copies of the RN Products. In addition, Licensee shall place a notice on all Webpages where the RN Product is distributed that reads: "The RealPlayer Enterprise are included under license from RealNetworks, Inc. Copyright 2004. RealNetworks, Inc. Patents pending. All rights reserved."
Licensee's Distribution and Use. The RN Products shall only be used by End Users to receive content from externally owned and operated Websites. Licensee shall not use the RN Products to stream content from its Intranet servers without first obtaining the appropriate license from RN.
Reports. Licensee shall report the quantity of RN Products distributed during each quarter to RN within thirty (30) calendar days after the end of that quarter. Such reports shall be provided in written or electronic form to RN, Attention: E-Commerce Marketing Specialist, RealNetworks, Inc., 2601 Elliot Avenue, Seattle, Washington 98121 email: client_distribution@real.com.
Termination. Without prejudice to any other rights, RN may terminate this Agreement if it provides written notice to Licensee that it has failed to comply with this Agreement, and Licensee does not cure such failure within the ten (10) day period. Upon any termination of this Agreement, Licensee must destroy all copies of the RN Products. Termination shall not affect the rights of end users to continue using copies of the RN Products already distributed by Licensee.
Disclaimer of Warranties and Limitation of Liability. THE RN PRODUCTS ARE PROVIDED AS IS, WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, REALNETWORKS FURTHER DISCLAIMS ALL WARRANTIES IN THE RN PRODUCTS AND RN MARKS, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE ENTIRE RISK ARISING OUT OF THE USE OR DISTRIBUTION OF THE RN PRODUCT OR USE OF THE RN MARKS REMAINS WITH LICENSEE. RN DOES NOT WARRANT THAT THE RN PRODUCTS DO NOT INCLUDE ANY VIRUS, SOFTWARE ROUTINE OR OTHER SOFTWARE DESIGNED TO PERMIT UNAUTHORIZED ACCESS, TO DISABLE, ERASE OR OTHER WISE HARM SOFTWARE, HARDWARE, OR DATA; OR TO PERFORM ANY OTHER SUCH ACTIONS. IN NO EVENT SHALL RN BE LIABLE TO LICENSEE OR ANY OTHER THIRD PARTY FOR ANY DAMAGES OF ANY KIND, WHETHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR USE, INCURRED BY EITHER PARTY OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT OR BASED ON A WARRANTY, EVEN IF THE OTHER PARTY OR ANY OTHER PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Indemnity. Licensee shall indemnify, hold harmless, and defend RN from any and all damages, costs and expenses, including reasonable attorney’s fees, incurred in connection with any claim that the combination, operation or use of the RN Products with any software or hardware with which Licensee has bundled the RN Products infringes the intellectual property rights of any third party, provided that Licensee is notified promptly in writing of such claim and has sole control over its defense and settlement and RN provides reasonable assistance at Licensee’s expense.
Independent Contractor. The relationship created by this Agreement is one of independent contractors, and not partners or joint venturers.
Notices. All notices and demands under this Agreement shall be in writing and will be delivered by personal service, confirmed e-mail, express courier, or certified mail, return receipt requested. All notices to RN shall be to the attention of the Legal Department, RealNetworks, Inc., 2601 Elliot Avenue, Seattle, Washington 98121. All notices to Licensee shall be sent to Licensee at the address shown at the beginning of this Agreement. Either party may change its address for Notices by giving the other advance written notice.
Survival. The following sections survive any termination of this Agreement: Sections 3, 8, 9, 10, 12, 13, 14, and 15.
Export Licenses. Licensee acknowledges that the laws and regulations of the United States may restrict the export and re-export of certain commodities and technical data of United States origin, and agrees that Licensee shall indemnify and hold RN harmless from and against any duties, penalties on other claims arising out of or relating to such exportation and importation.
Non-Waiver. The waiver by either party of any breach of this Agreement by the other party will not waive subsequent defaults by such party of the same or a different kind. If any provision of this 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 provision hereof.
Governing Law. This License Agreement shall be governed by the laws of the State of Washington, without regard to conflicts of law provisions, and Licensee consents to the exclusive jurisdiction of the state and federal courts sitting in the State of Washington. This Agreement shall not be governed by the United Nations Convention of Contracts for the International Sale of Goods, the application of which is hereby expressly excluded.
Entire Agreement. This Agreement constitutes the complete and exclusive agreement between RN and Licensee with respect to its subject matter, and supersedes all prior oral or written understandings, communications or agreements, notwithstanding any variance with any purchase order or other written instrument submitted by Licensee, whether formally rejected by RN or not, and may not be modified except in a writing duly signed by an authorized officer of RN and Licensee.
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