End User License Agreement

IMPORTANT: READ CAREFULLY BEFORE EN DOWNLOADING OR INSTALLING THIS

SOFTWARE!

THIS END USER LICENSE AGREEMENT (THIS “EULA”) IS A LEGAL AGREEMENT BETWEEN YOU AND THOMSON INC., OR ANY THOMSON GROUP ENTITY, AS DEFINED BELOW (COLLECTIVELY “THOMSON ENTITY”), FOR THE RCA OR THOMSON BRANDED PORTABLE DIGITAL AUDIO/VIDEO DEVICE APPLICATION/DRIVER SOFTWARE PROGRAM AND ASSOCIATED DOCUMENTATION, IF ANY (COLLECTIVELY, THE “PROGRAM”). THIS EULA CONTAINS IMPORTANT LEGAL LIMITATIONS, RESTRICTIONS AND DISCLAIMERS, AND ALSO SPECIFIES THE DURATION OF YOUR LICENSE.

BY INSTALLING THE PROGRAM OR CLICKING ON THE ACCEPTANCE BUTTON OF THE PROGRAM, COPYING OR OTHERWISE USING THE PROGRAM, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ THIS EULA, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU MAY USE THE PROGRAM ONLY IN ACCORDANCE WITH THIS EULA, AND ANY SUCH USE IS HEREBY UNDERSTOOD TO BE CONDITIONAL UPON YOUR SPECIFIC AGREEMENT TO THE UNMODIFIED TERMS SET FORTH HEREIN. IF YOU DO NOT AGREE WITH ALL OF THE TERMS OF THIS EULA, CLICK ON THE REJECTION BUTTON AND/OR DO NOT INSTALL THE PROGRAM AND/OR DO NOT USE THE PROGRAM.

1. LICENSE

(a)Under this EULA, you are granted a license (i) to use the Program on a single workstation, and

(ii)to make one (1) copy of the Program into any machine-readable form for backup of the Program, provided the copy contains all of the original Program's proprietary notices.

(b)You may transfer the Program and license to another party only as a part of the Thomson/RCA branded Portable Digital

Audio/Video Device (“A/V Device”), and only if the other party agrees to accept the terms and conditions of this EULA. If you transfer the Program, you must at the same time either transfer all copies to the same party or destroy any copies not transferred.

(c)The terms of this EULA will govern any software upgrades or updates provided by THOMSON Entity that replace and/or supplement the original Program, unless such upgrade or update is accompanied by separate license terms and conditions in which case the terms of that separate license will govern. You acknowledge and agree that THOMSON Entity may automatically download upgrades or updates to the Program software to your computer in order to update, enhance, and/or further develop the Program.

2. LICENSE RESTRICTIONS

(a)Except for the licenses expressly granted to you in this EULA, no other licenses or rights are granted or implied.

(b)You may not (i) make the Program available over a network where it could be used by multiple computers at the same time; (ii) modify, translate, reverse engineer, decompile, disassemble (except to the extent that this restriction is expressly prohibited by law), or create derivative works based upon the Program; or (iii) copy the Program, except as expressly permitted herein. You agree that you shall only use the Program in a manner that complies with all applicable laws in the jurisdictions in which you use the Program, including, but not limited to, applicable restrictions concerning copyright and other intellectual property rights.

(c)The Program may contain pre-release code that does not perform at the level of a final code release. In such case, the Program may not operate properly. Updated versions of the Program may be downloaded from www.rca.com (if purchased in the United States) and www.thomson-lyra.com (if purchased in Europe).