TERMS AND CONDITIONS

Overview:

READ THIS AGREEMENT CAREFULLY. WE ARE WILLING TO LICENSE OUR SOFTWARE TO YOU ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS IN THIS SPIDER PLAYER LICENSE  AGREEMENT.

BY CLICKING TO INSTALL OR BY USING OUR SOFTWARE, YOU ARE AGREEING ELECTRONICALLY TO THE TERMS OF THIS AGREEMENT (THE "AGREEMENT" or "LICENSE"). IF YOU DO NOT AGREE TO THIS LICENSE, CLICK "CANCEL" AND DO NOT INSTALL, COPY OR USE THE SOFTWARE.

SPIDER PLAYER LICENSE AGREEMENT

This Agreement applies to the Product (as defined below) provided by VIT Software ("VIT"). BY CLICKING THE ACCEPTANCE BUTTON OR INSTALLING OR USING THE PRODUCT, YOU ELECTRONICALLY AGREE ON BEHALF OF YOURSELF AND THE ENTITY YOU REPRESENT (IF APPLICABLE) THAT YOU OR SUCH ENTITY ARE BOUND BY, AND ARE BECOMING A PARTY TO THIS AGREEMENT AS THE "LICENSEE". YOU ALSO AGREE TO RECEIVE REQUIRED NOTICES, TERMS AND INFORMATION FROM US ELECTRONICALLY.

1. DEFINITIONS.

         a) "Agreement" means this Spider Player License Agreement.

         b) "Basic Product" means the executable code version of only those features of the Spider Player identified as the features of the free Spider Player at the following URL: http://spider-player.com/download, and any VIT created Skins and VIT Plug-ins distributed by VIT for use with the Product, whether Licensee installs them at the time of installation of the Spider Player or separately from the spider-player.com website. Any feature identified as a feature of the Pro version of the Spider Player either at the above URL or within the Product is not part of the Basic Product.

         c) "Documentation" means the help pages hosted on the spider-player.com website, as well as the skinning information available at http://spider-player.com/forum.

         d) "VIT Plug-in" means a plug-in (a small software program that adds a specific capability to another program, such as the Spider Player) owned and offered by VIT as part of the Product download and/or via http://spider-player.com/download for use with the Product.

         e) "Pro Product" means the executable code version of the fully functional Spider Player, including both the Basic Product and all features of the Spider Player Pro identified at the following URL: http://spider-player.com/download.

         f) "Product" means the Basic Product and/or the Pro Product, as applicable to Licensee, all associated software, upgrades, updates, patches, plug-ins, supplemental applications, associated media, Documentation and online services (if any) provided by VIT.

         g) "Skin" means a graphical interface for the Product that changes the look but not the functionality, and includes the text files that define how the skin is built, the scripts that define how it should behave, and the graphics that create the visual look.

         h) "Update" means a revision to the Product designated by a change in the version number to the right of the decimal place.

        i) "Upgrade" means a revision to the Product designated by a change in the version number to the left of the decimal place.

2. LICENSE GRANT.

         a) Basic Product. Subject to Licensee's compliance with the terms and conditions of this Agreement, VIT grants Licensee a free-of-charge, personal, non-exclusive, and non-transferable license to install and use the Basic Product. VIT also grants Licensee permission to create Skins for the Product by modifying the Aqua Skin or other included Skin file, in accordance with the Documentation. Licensee may distribute the Skins it creates, but it must rename the file it distributes and may not use the Spider Player name or any Spider Player file name in the name of the Skin file it distributes.

         b) Pro Product. Provided Licensee complies with the terms and conditions of this Agreement and has paid the applicable license fees for the premium features of the Pro Product, VIT grants Licensee a personal, non-exclusive, and non-transferable license to install and use the Pro Product. Upon VIT's receipt of the applicable license fees, a serial number key will be issued to Licensee to unlock the premium features of the Pro Product. Licensee may only access and use such premium features using the serial number key provided to it by VIT.

3. RESTRICTIONS ON USE.  Licensee may not: (i) modify or create any derivative works of the Product; (ii) decompile, disassemble, reverse engineer, or otherwise attempt to (a) derive the source code, underlying ideas, algorithms, structure or organization of the Product, or (b) defeat, avoid, bypass, remove, deactivate or otherwise circumvent any software protection mechanisms in the Product (except to the extent applicable laws specifically prohibit such restriction); (iii) attempt to access or use the premium features of the Pro Product if Licensee has not paid the applicable fees or by any manner or method other than using the key provided by VIT; (iv) redistribute, encumber, sell, rent, lease, sublicense, or otherwise transfer the Product or rights thereto; (v) use the Product to reproduce, display, perform, or distribute audio and/or video content in any manner that violates any U.S. or foreign laws or regulations or any third party's rights, including copyright, privacy or publicity rights, or other intellectual property right; (vi) use the Product in a timesharing or service bureau arrangement; or (vii) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Product. The VIT produced Skins that are provided with the Product may only be used with the Product and may not be used with any other media player or other third party product.

4. NEED FOR CONTENT LICENSES.  This license provides no rights with respect to any musical compositions, sound recordings, video recordings, or other audio and/or video materials ("Content") that may be reproduced, encoded, distributed, transmitted, performed, or otherwise used in connection with the Product. Licensee alone is responsible for ensuring that any Content is properly used in accordance with applicable laws and the rights of any third party with respect to such Content.

5. SUPPORT.

         a) Basic Product. If Licensee is using the Basic Product, Licensee will have access to community forums, FAQs, and other online self help services, but will not be entitled to receive from VIT any technical support. Use of community forums and other online service are subject to additional terms.

         b) Pro Product. If Licensee is using the Pro Product, in addition to the self help services available, Licensee shall be entitled to reasonable email customer support during normal business hours for thirty (30) days commencing on the date Licensee receives the Pro Product key. No customer support is provided for Updates or Upgrades received pursuant to this Agreement.

6. FEES. There is no license fee for the Basic Product. A license fee is required in order to receive a key to access the premium features of the Pro Product. Fee information is available at: http://spider-player.com/download.

7. UPGRADES AND UPDATES.

         a) Basic Product. This license does not entitle Licensee to Updates or Upgrades to the Basic Product. In order to receive an Update or Upgrade to the Basic Product, Licensee must agree to the then current license agreement and download the Update or Upgrade from http://spider-player.com/download.

         b) Pro Product. This license does not entitle Licensees of the Pro Product to Updates or Upgrades to the Pro Product. If Updates or Upgrades to the Pro Product are made available, they will be available from http://spider-player.com/download and will be subject to VIT's then current license agreement and payment of additional license fees, if any.

8. LICENSEE REPRESENTATIONS.  Licensee represents and warrants that it has the legal capacity to enter into this Agreement, that it will use the Product only for lawful purposes and in accordance with this Agreement, and that it will not use the Product to violate any law, regulation or ordinance or any right of VIT or its licensors or any third party, including without limitation, any right of privacy, publicity, copyright, trademark, or patent. Licensee further represents and warrants that Licensee has adequate legal capacity to enter into binding agreements such as this Agreement.

9. ONLINE SERVICES. VIT may provide online services for use with the Product. VIT may change or cancel those services at any time. In order to use these interactive services, you will need to register and obtain log-in credentials, such as a User ID. You must agree to abide by the terms and conditions that may apply to any interactive online service that you elect to use with the Product.

10. ELECTRONIC NOTICE DELIVERY POLICY. VIT, when possible, transacts with users of its products electronically. WHEN YOU PROVIDE VIT WITH YOUR EMAIL ADDRESS, E.G. IN ORDER TO RECEIVE THE KEY FOR THE PRO PRODUCT OR TO RECEIVE NEWSLETTERS, YOU CONSENT TO RECEIVE ELECTRONICALLY FROM VIT ANY PRIVACY OR OTHER NOTICES, AGREEMENTS, DISCLOSURES, REPORTS, DOCUMENTS, COMMUNICATIONS, OR OTHER RECORDS (COLLECTIVELY, "NOTICES"). You agree that VIT generally can send you electronic Notices to the e-mail address that you provided to VIT, if any. You must check your designated e-mail address regularly for Notices. You must have a personal computer with a modem connected to a communications source (telephone, wireless or broadband), a Windows-based operating system with an Internet browser, and Internet e-mail software in order to access electronic communications. You will need a printer attached to your personal computer to print any Notices. The delivery of any Notice from VIT is effective when sent by VIT, regardless of whether you read the Notice when you receive it or whether you actually receive the delivery. Your only method of withdrawing consent to receive Notices electronically is to terminate your use of the Pro Product and/or cancel any newsletter subscriptions, as applicable.

11. TERMINATION.  Should Licensee breach this Agreement, Licensee's right to use the Product shall terminate immediately and without notice. The respective rights and obligations of VIT and Licensee under the provisions of Sections 3 ("Restrictions on Use"), 4 ("Need for Content Licenses"), 10 ("Electronic Notice Delivery Policy"), 11 ("Termination"), 12 ("Proprietary Rights"), 14 ("Indemnification"), 17 ("Limitation of Liability") and 18 ("Third Party Services or Products") shall survive expiration or termination of this Agreement and Licensee agrees to continue to be bound by those terms. Upon termination, Licensee shall destroy all copies of the Product.

12. PROPRIETARY RIGHTS.  Title, ownership rights, and intellectual property rights in the Product shall remain in VIT and/or its licensors and other suppliers. Licensee acknowledges such ownership and intellectual property rights and will not take any action to jeopardize, limit or interfere in any manner with VIT's or its licensors' or other suppliers' ownership of or rights with respect to the Product. The Product is protected by copyright and other intellectual property laws and by international treaties. All trademarks used in connection with the Product are owned by VIT or its licensors and other suppliers, and no license to use any such trademarks is provided hereunder. Title and related rights in the Content are the property of the applicable content owners and are protected by applicable law. Licensee agrees that VIT may use in any manner and without limitation all comments, suggestions, complaints and other feedback Licensee provides relating to the Product.

13. USE AND AVAILABILITY OF OPEN SOURCE CODE.  Portions of the Product use software components developed through various open source projects. The licenses and availability of source code for such components are specified in the copyright notice file delivered with this Product.

14. INDEMNIFICATION.  Licensee agrees to indemnify, hold harmless, and at VIT's request, to defend VIT, its licensors and suppliers from any and all costs, damages and reasonable attorneys' fees resulting from any breach of this Agreement or claim that Licensee's use of the Product has injured or otherwise violated any right of any third party or violates any law.

15. LIMITED WARRANTY FOR PRO PRODUCT. Provided Licensee has paid the applicable license fees for the Pro Product and is in compliance with the terms and conditions hereof, for sixty (60) days after the date of download of the Pro Product (the "Warranty Period"), VIT warrants that the unmodified Pro Product, when properly installed and used, will substantially achieve the functionality described in the applicable Documentation. This limited warranty does not apply for plug-ins or supplemental applications that you may subsequently elect to install and use with the Pro Product. THIS LIMITED EXPRESS WARRANTY FOR THE PRO PRODUCT CONSTITUTES THE ONLY WARRANTY WITH RESPECT TO THE PRODUCT. VIT AND ITS LICENSORS AND OTHER SUPPLIERS DO NOT MAKE, AND HEREBY EXCLUDE AND DISCLAIM, ALL OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE PRO PRODUCT AND ANY UPDATES OR UPGRADES THERETO, WHETHER EXPRESS OR IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), INCLUDING WITHOUT LIMITATION, WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NONINFRINGEMENT OF THIRD PARTIES' RIGHTS, AND SECURE, ERROR-FREE OR UNINTERRUPTED OPERATION. VIT AND ITS LICENSORS AND OTHER SUPPLIERS SHALL HAVE NO OBLIGATIONS UNDER THE WARRANTY PROVISIONS SET FORTH HEREIN IF LICENSEE ALTERS OR MODIFIES THE PRO PRODUCT; USES THE PRO PRODUCT ON A COMPUTER SYSTEM OR IN A MANNER NOT SPECIFIED BY VIT; OR LICENSEE VIOLATES THE TERMS OF THIS AGREEMENT. IN THE EVENT OF A BREACH OF THIS WARRANTY, AND IF LICENSEE PROVIDES VIT WITH A WRITTEN REPORT DURING THE WARRANTY PERIOD OF ANY ERRORS OR FAILURES, VIT WILL USE REASONABLE EFFORTS TO PROMPTLY CORRECT, REPLACE OR PROVIDE A WORK AROUND FOR SUCH ERROR OR FAILURE, AT NO CHARGE TO LICENSEE, OR AT VIT'S SOLE OPTION, PROVIDE A REFUND TO LICENSEE. THIS IS LICENSEE'S SOLE AND EXCLUSIVE REMEDY FOR BREACH OF ANY EXPRESS OR IMPLIED WARRANTIES HEREUNDER. NOTWITHSTANDING THE FOREGOING, SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES; HOWEVER, THE EXCLUSIONS OF VIT'S WARRANTY IN THIS LIMITED WARRANTY SECTION SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

16. DISCLAIMER OF WARRANTY FOR THE BASIC PRODUCT. THE BASIC PRODUCT IS PROVIDED WITH ALL FAULTS ON AN "AS IS" BASIS. VIT, ITS LICENSORS AND OTHER SUPPLIERS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES THAT THE BASIC PRODUCT IS FREE OF DEFECTS, VIRUS FREE, AND ABLE TO OPERATE ON AN UNINTERRUPTED BASIS, THAT THE FUNCTIONALITY OF THE BASIC PRODUCT WILL MEET LICENSEE'S REQUIREMENTS, OR THAT ERRORS IN THE BASIC PRODUCT WILL BE CORRECTED, AND THE IMPLIED WARRANTIES THAT THE BASIC PRODUCT IS MERCHANTABLE, OF SATISFACTORY QUALITY, ACCURATE, FIT FOR A PARTICULAR PURPOSE OR NEED, OR NON-INFRINGING, UNLESS SUCH IMPLIED WARRANTIES ARE LEGALLY INCAPABLE OF EXCLUSION. FURTHER, VIT, ITS LICENSORS AND OTHER SUPPLIERS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE BASIC PRODUCT IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY VIT OR A VIT AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY THAT CANNOT BE DISCLAIMED UNDER APPLICABLE LAW. VIT AND ITS LICENSORS AND OTHER SUPPLIERS HAVE NO LIABILITY WITH RESPECT TO LICENSEE'S USE OF THE BASIC PRODUCT. LICENSEE BEARS THE ENTIRE RISK AS TO THEIR QUALITY AND PERFORMANCE AND ASSUMES THE ENTIRE COST OF ANY SERVICE AND REPAIR. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. NO USE OF THE BASIC PRODUCT IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER.

17. LIMITATION OF LIABILITY.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL VIT OR ITS DIRECTORS, EMPLOYEES, DISTRIBUTORS, SUPPLIERS, AGENTS OR RESELLERS (COLLECTIVELY, THE "VIT GROUP") BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT, 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 SUCH PARTY 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 VIT GROUP'S ENTIRE COLLECTIVE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL NOT EXCEED IN THE AGGREGATE THE SUM OF THE FEES LICENSEE PAID FOR THIS LICENSE (IF ANY) AND REPLACEMENT OF DEFECTIVE MEDIA OR PROVISION OF A REASONABLY SIMILAR PRODUCT, AS DETERMINED AT VIT'S SOLE DISCRETION, WITH THE EXCEPTION OF DEATH OR PERSONAL INJURY CAUSED BY THE NEGLIGENCE OF VIT TO THE EXTENT APPLICABLE LAW PROHIBITS THE LIMITATION OF DAMAGES IN SUCH CASES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, SO THIS EXCLUSION AND LIMITATION MAY NOT BE APPLICABLE. ADDITIONALLY, THE VIT GROUP SHALL NOT BE LIABLE FOR ANY CLAIMS OR DAMAGES ARISING OUT OF: (i) CONTENT PROVIDED BY LICENSEE OR A THIRD PARTY THAT IS ACCESSED THROUGH OR USED WITH THE PRODUCT AND/OR ANY MATERIAL LINKED THROUGH SUCH CONTENT; OR (ii) THE USE OF PLUG-INS OR SKINS DEVELOPED BY THIRD PARTIES AND MADE AVAILABLE ON VIT'S WEBSITE FOR USE WITH THE PRODUCT.

18. THIRD PARTY SERVICES OR PRODUCTS.  Third parties may offer applications or services to access, "plug-in" or interact with the Product. Licensee's use of such third party applications will be at Licensee's own risk and subject to the terms and conditions of those third parties. VIT DOES NOT REPRESENT AND WARRANT THAT ACCESS AND USE OF THE PRODUCT THROUGH OR WITH THESE THIRD-PARTY APPLICATIONS OR THIRD PARTY OFFERINGS WILL BE COMPATIBLE, UNINTERRUPTED, ERROR FREE, WITHOUT DEFECTS OR THAT LICENSEE WILL BE ABLE TO ACCESS OR USE THE PRODUCT AT ALL TIMES AND LOCATIONS OF ITS CHOOSING. LICENSEE AGREES THAT VIT IS UNDER NO OBLIGATION TO PROVIDE LICENSEE WITH ANY ERROR CORRECTIONS, UPDATES, UPGRADES, FIXES AND/OR ENHANCEMENTS TO MAKE THE PRODUCT ACCESSIBLE THROUGH OR COMPATIBLE WITH THESE THIRD-PARTY APPLICATIONS OR THIRD PARTY OFFERINGS.

(c) VIT Software, LLC - Last revised: September 3, 2007