Thank you for your interest in the AOL Hi-Q Video software and service. The AOL Hi-Q Video system involves the installation of a plug-in on your computer and your enrollment in the Kontiki Relay Network for AOL. High quality videos are delivered to and from the hard drives of participants in a closed network. See "How Does it Work?" above for more information.

This is a legally binding agreement between you and America Online, Inc. ("AOL"). BY CLICKING THE "I AGREE" BUTTON BELOW, INSTALLING THE HI-Q VIDEO PLUG-IN, OR USING THE KONTIKI RELAY NETWORK, YOU REPRESENT THAT YOU HAVE THE LEGAL CAPACITY TO ENTER INTO CONTRACTS, YOU AGREE THAT YOU UNDERSTAND THE NATURE OF THE AOL HI-Q VIDEO SYSTEM, YOU AGREE TO THE TERMS OF THIS LICENSE AGREEMENT FOR AOL HI-Q VIDEO (THE "AGREEMENT"), YOU AGREE TO RECEIVE NOTICES FROM AOL ELECTRONICALLY, YOU AGREE TO THE PRIVACY PRACTICES DISCLOSED IN PARAGRAPH 4 BELOW, AND YOU CONSENT TO JURISDICTION IN THE STATE OF VIRGINIA FOR ANY DISPUTE. If you do not agree to the terms and conditions of this Agreement, click "I Disagree" and you may not install or use the Hi-Q Video Plug-in or receive AOL Hi-Q Video Assets.

1. DEFINITIONS

1.1 "Plug-in" means the Kontiki Hi-Q Video Plug-In. Read the Hi-Q Video Plug-In description for additional information.

1.2 "Service" means the AOL Hi-Q Video system through which you are provided with videos from various locations on AOL owned websites using the Kontiki Secure Relay Network. Read about the Kontiki Secure Relay Network to learn more.

1.3 "Video Asset" means any movie preview video, TV episode video, music video, interview video, or other short form or long form video content made available to you from an AOL owned website through the Service.

2. LICENSE GRANT. AOL grants you a limited, non-exclusive, non-sublicensable, non-transferable license to use the Plug-in, Service, and Video Assets solely in accordance with the terms of this Agreement. This license does not entitle you to receive from AOL or its licensors hard-copy documentation, support, telephone assistance, or enhancements or updates to the Plug-in or Service.

3. STORAGE & SHARING OF VIDEO ASSETS. You understand and agree that as part of the Service: (a) Video Assets that you request from an AOL website may be delivered to you from the computers of other participants in the Service, (b) such Video Assets will be stored on your personal computer until deleted by you or the automatic operation of the Plug-in, and (c) the Plug-in may access the Video Assets stored on your computer and reproduce portions of or an entire Video Asset in order to distribute it to others who request delivery of such Video Asset from an AOL website. The Plug-in can only deliver the Video Assets to and from your computer. No other content from your computer will be accessed or transferred by the Plug-in.

4. PRIVACY. (a) The Plug-in used to help provide this Service is associated with a unique identifier ("Client ID"). Through this Client ID, AOL collects information about Service usage, which is used to operate and improve the Service and for diagnostic purposes. (b) The AOL Network Privacy Policy (available at http://about.aol.com/aolnetwork/aol_pp) provides additional information about the collection and use of information about you in connection with your use of the Plug-in and Service.

5. RESTRICTIONS. You may not: (i) modify or create any derivative works of the Plug-in or the Video Assets; (ii) decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code for the Plug-in or the communications protocols for accessing the Service (except to the extent applicable laws specifically prohibit such restriction); (iii) attempt to disable or circumvent any mechanisms in the Video Assets intended to prevent unauthorized reproduction or use; (iv) reproduce the Plug-in or any Video Assets; (v) distribute, transmit, publicly display, publicly perform, make available to 3rd parties, publish, encumber, sell, rent, lease, loan, sublicense, or otherwise transfer (temporarily or permanently) the Plug-in or any Video Asset or any rights thereto; (vi) use the Service to provide service bureau, ASP or other similar services to third parties; (vii) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Plug-in or Video Assets; (viii) block, disable or otherwise affect any advertising, advertisement banner window, links to other sites and services, or other features that constitute an integral part of a Plug-in, Service, or Video Asset, or (ix) authorize or assist any third party to do any of the things described in this paragraph. You are responsible for all activity made by anyone who uses the Service on your computer, including all legal liability incurred from such use.

6. AUTOMATED UPDATES. AOL may deliver to your computer Plug-in updates, modifications, and/or patches to address issues such as security, interoperability, and performance (collectively "Updates"). Some Updates may change certain functionality of the Plug-in to, for example, improve security, add new functions, or improve the operation of the Plug-in. Each Update will be delivered automatically and silently the first time you select a video after the Update becomes available. In some cases you may receive notice after the delivery of the Update. It is important that Updates are delivered to all participants in the Kontiki Secure Relay Network to avoid security and incompatibility issues that could affect other participants. Your use of the Updates will be governed by this Agreement unless you are asked to agree to new or additional terms and conditions at the time of delivery.

7. TERMINATION. This Agreement and your right to use the Service will terminate immediately and without notice should you breach this Agreement. In the event of any termination of this Agreement or your rights hereunder, all provisions of this Agreement except the License Grant (Paragraph 2) shall survive such termination and you agree to continue to be bound by those terms.

8. PROPRIETARY RIGHTS. Title, ownership rights, and intellectual property rights in the Plug-in, the Kontiki Secure Relay Network, and the Video Assets (collectively the "IP"), shall remain in AOL and/or its licensors and other suppliers. You expressly acknowledge such ownership and intellectual property rights and will not take any action to jeopardize, limit or interfere in any manner with AOL's or its licensors' or other suppliers' ownership of or rights with respect to the IP. The IP is protected by copyright and other intellectual property laws and by international treaties. All trademarks used in connection with the IP are owned by AOL, its affiliates and/or its licensors and other suppliers, and no license to use any such trademarks is provided hereunder. You agree that AOL may use in any manner and without limitation all comments, suggestions, complaints and other feedback you provide relating to the Service.

9. PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT. AOL respects the intellectual property of others. If you believe that your work has been copied and is accessible through the Service in a way that constitutes copyright infringement, please visit our Procedure for Making Claims of Copyright Infringement page for instructions on how to contact us to report possible copyright infringement.

10. DISCLAIMER OF WARRANTY. ALL PORTIONS OFTHE SERVICE, INCLUDING THE PLUG-IN, RELAY NETWORK, AND VIDEO ASSETS, ARE PROVIDED WITH ALL FAULTS ON AN "AS IS" AND "AS AVAILABLE" BASIS AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES THAT IT IS FREE OF DEFECTS, VIRUS FREE, ABLE TO OPERATE ON AN UNINTERRUPTED BASIS, MERCHANTABLE, OF SATISFACTORY QUALITY, FIT FOR A PARTICULAR PURPOSE, OR NON-INFRINGING, EXCEPT TO THE EXTENT SUCH WARRANTIES ARE LEGALLY INCAPABLE OF EXCLUSION. AOL AND ITS LICENSORS AND OTHER SUPPLIERS DO NOT WARRANT THAT THE FUNCTIONALITY OF THE SERVICE OR THE VARIOUS COMPONENTS OF THE SERVICE WILL MEET YOUR REQUIREMENTS OR THAT ERRORS WILL BE CORRECTED, NOR DO THEY WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY AOL OR AN AOL AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY INCAPABLE OF EXCLUSION HEREUNDER. AOL AND ITS LICENSORS AND OTHER SUPPLIERS HAVE NO LIABILITY WITH RESPECT TO YOUR USE OF THE SERVICE. YOU BEAR THE ENTIRE RISK AS TO ITS QUALITY AND PERFORMANCE AND YOU ASSUME THE ENTIRE COST OF ANY SERVICE AND REPAIR. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. NO USE OF THE SERVICE IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER.

11. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL AOL OR ITS PARENT, SUBSIDIARIES, AFFILIATES, DIRECTORS, EMPLOYEES, DISTRIBUTORS, LICENSORS, SUPPLIERS, OR AGENTS (COLLECTIVELY, THE " AOL GROUP") BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SERVICE OR ANY PORTION OF THE SERVICE, INCLUDING, BUT NOT LIMITED TO LOST PROFITS, LOST DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. IN ANY CASE, THE AOL GROUP'S ENTIRE COLLECTIVE LIABILITY AND YOUR EXCLUSIVE REMEDY UNDER ANY PROVISION OF THIS AGREEMENT, WITH THE EXCEPTION OF DEATH OR PERSONAL INJURY CAUSED BY THE NEGLIGENCE OF AOL TO THE EXTENT APPLICABLE LAW PROHIBITS THE LIMITATION OF DAMAGES IN SUCH CASES, SHALL BE, WITH RESPECT TO THE PLUG-IN, THE REPLACEMENT OF THE PLUG-IN IF FOUND TO BE DEFECTIVE. YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY OTHER DISPUTE WITH AOL IS TO DISCONTINUE YOUR USE OF THE SERVICE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, SO THIS EXCLUSION AND LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT SHALL THE LIABILITY OF THE AOL GROUP FOR ANY AND ALL CLAIMS RELATING TO THE USE OF THE SERVICE EXCEED THE TOTAL AMOUNT OF ANY FEES PAID BY YOU FOR THE SERVICE DURING A ONE-YEAR PERIOD.

12. IMPORT/EXPORT CONTROL. You agree to fully comply with all export and import laws, regulations, rules and orders of the United States, or any foreign government agency or authority, and not to directly or indirectly export, re-export, transfer, or release the Plug-in, any other commodities, software or technology received from AOL, or any direct product thereof, for any proscribed end-use, or to any proscribed country, entity or person (wherever located), without proper authorization from the U.S. and/or foreign government. You further agree to assume responsibility for and bear all expenses relating to your compliance with the described laws, regulations, rules and orders, and obtaining all necessary authorizations and clearances.

13. YOUR REPRESENTATIONS. You represent and warrant that you have adequate legal capacity to enter into this Agreement, that you will use the Service only for lawful purposes and in accordance with this Agreement, and that you will not use the Software in violation of any law, regulation or ordinance or any right of AOL or any third party, including, without limitation, any right of privacy, publicity, copyright or trademark. You agree to indemnify AOL, its parent, licensors, officers, agents, employees and directors for any damages incurred as a result of a violation of this paragraph.

14. INJUNCTIVE RELIEF. You acknowledge and agree that, notwithstanding any other provisions of this Agreement, your breach or threatened breach of this Agreement shall cause AOL irreparable damage for which recovery of money damages would be inadequate and that AOL therefore may obtain timely injunctive relief to protect its rights under this Agreement in addition to any and all other remedies available at law or in equity.

15. U.S. GOVERNMENT END USERS. The Plug-in is a "commercial item," as that term is defined in 48 C.F.R. 2.101, consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212 (Sept. 1995) and 48 C.F.R. 227.7202 (June 1995). Consistent with 48 C.F.R. 12.212, 48 C.F.R. 27.405(b) (2) (June 1998) and 48 C.F.R. 227.7202, all U.S. Government End Users acquire the Plug-in with only those rights as set forth herein.

16. ELECTRONIC NOTICES. YOU CONSENT TO AOL PROVIDING YOU ANY INFORMATION AND NOTICES REGARDING THE SOFTWARE ("NOTICES") IN ELECTRONIC FORM. AOL MAY PROVIDE NOTICES TO YOU (1) VIA E-MAIL IF YOU HAVE PROVIDED AOL WITH A VALID EMAIL ADDRESS OR (2) BY POSTING THE NOTICE ON A WEBSITE DESIGNATED BY AOL FOR THIS PURPOSE. The delivery of any Notice is effective when sent or posted by AOL, regardless of whether you read the Notice or actually receive the delivery. You can withdraw your consent to receive Notices electronically by discontinuing your use of the Service.

17. MISCELLANEOUS. (a) This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof, which may only be modified by a written amendment signed by an authorized executive of AOL. (b) Except to the extent applicable law, if any, provides otherwise, this Agreement shall be governed by the laws of the Commonwealth of Virginia, U.S.A., excluding its conflict of law provisions. (c) You expressly agree that jurisdiction for any claim or dispute arising from the use of the Service resides in the federal and state courts of the Commonwealth of Virginia and you consent to the personal jurisdiction thereof. (d) This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods. (e) If any part of this Agreement is held invalid or unenforceable, that part shall be construed to reflect the parties' original intent, and the remaining portions remain in full force and effect, or AOL may at its option instead terminate this Agreement. (f) A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, shall not waive such term or condition or any subsequent breach thereof. (g) You may not assign or otherwise transfer by operation of law or otherwise this Agreement or any rights or obligations herein. AOL may assign this Agreement to any entity at its sole discretion. (h) This Agreement shall be binding upon and shall inure to the benefit of the parties, their successors and permitted assigns.

18. USER OUTSIDE THE U.S. If you are using the Service outside the U.S., then the provisions of this Section shall apply: (i) Les parties aux présentés confirment leur volonté que cette convention de même que tous les documents y compris tout avis qui sây rattaché, soient redigés en langue anglaise. (translation: "The parties confirm that this Agreement and all related documentation is and will be in the English language."); (ii) you are responsible for complying with any local laws in your jurisdiction which might impact your right to import, export or use the Plug-in or Service, and you represent that you have complied with any regulations or registration procedures required by applicable law to make this license enforceable; and (iii) if the laws applicable to your use of the Service would prohibit the enforceability of this Agreement, or impose any additional burdens on AOL, or confer any rights to you that are materially different from the terms and conditions of this Agreement, then you are not authorized to use the Service and you agree to cease using the Service and to remove the Plug-in and Video Assets from your computer.