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) "FREE 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 FREE 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 FREE Product and all 
features of the Spider Player PRO identified at the following URL: 
http://spider-player.com/download.

f) "Product" means the FREE 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) FREE 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 FREE 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) FREE Product. If Licensee is using the FREE 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 FREE 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) FREE Product. This license entitles Licensee to Updates 
or Upgrades to the FREE Product. In order to receive an Update or 
Upgrade to the FREE 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 entitles Licensees of the PRO Product
to Updates or Upgrades to the PRO Product. In order to receive
an Update or Upgrade to the FREE Product, Licensee must agree to the
then current license agreement and download the Update or Upgrade from 
http://spider-player.com/download.

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 FREE PRODUCT. THE FREE 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 FREE PRODUCT IS FREE OF 
DEFECTS, VIRUS FREE, AND ABLE TO OPERATE ON AN UNINTERRUPTED BASIS, 
THAT THE FUNCTIONALITY OF THE FREE PRODUCT WILL MEET LICENSEE'S 
REQUIREMENTS, OR THAT ERRORS IN THE FREE PRODUCT WILL BE CORRECTED, 
AND THE IMPLIED WARRANTIES THAT THE FREE 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 FREE 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 FREE 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 FREE 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: December 9, 2010

