TERMS AND CONDITIONS FOR SIRIUS SUBSCRIBERS
Thank you for choosing SIRIUS Satellite Radio ("SIRIUS"). These are the terms and conditions ("Terms"), which apply to your paid, trial or other subscription in the United States ("Subscription") to the SIRIUS Satellite Radio service (the "Satellite Radio Service") and/or SIRIUS Internet Radio ("SIRIUS Internet Radio"). The Satellite Radio Service and SIRIUS Internet Radio will be collectively referred to herein as the "Service". Please keep this copy of these Terms for your records. For information on how information is gathered and used at www.sirius.com (the "Website") or through SIRIUS Internet Radio please go to our privacy policy found at www.sirius.com/privacypolicy.

IF YOU DO NOT ACCEPT THESE TERMS, PLEASE NOTIFY US IMMEDIATELY AND WE WILL CANCEL YOUR SUBSCRIPTION. IF YOU DO NOT CANCEL YOUR SUBSCRIPTION WITHIN 3 BUSINESS DAYS, IT WILL MEAN THAT YOU AGREE TO THESE TERMS WHICH WILL BE LEGALLY BINDING ON YOU.

A. CONTACT INFORMATION: You may contact Customer Care from 6 am – 1 am EST, 7 days a week, by calling 1-888 539-7474, or by writing to: SIRIUS Satellite Radio, 1221 Avenue of the Americas, New York, NY 10020, Attention: Customer Care

B. CHANGES IN TERMS AND SERVICE:

1. Changes To Terms: SATELLITE AND INTERNET TECHNOLOGY AND THE APPLICABLE LAWS, RULES, AND REGULATIONS CHANGE FREQUENTLY. ACCORDINGLY, WE RESERVE THE RIGHT TO CHANGE THESE TERMS AT ANY TIME. ANY CHANGES OR MODIFICATIONS WILL BE EFFECTIVE UPON POSTING OF THE REVISIONS ON OUR WEBSITE REFLECTING THE NEW EFFECTIVE DATE. YOUR CONTINUED USE OF THE SERVICE FOLLOWING THE POSTING OF THE CHANGES OR MODIFICATIONS ONLINE WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS. YOU SHOULD FREQUENTLY REVIEW THE TERMS (INCLUDING THE EFFECTIVE DATE) AND APPLICABLE POLICIES FROM TIME TO TIME TO UNDERSTAND THE TERMS THAT APPLY TO YOUR USE OF THE SERVICE AND/OR USE OF THE WEBSITE.

In the event of any potential conflict between these Terms and the terms of any other offer for the Service, these Terms will govern.

2. Change To Programming: The Service consists of a wide variety of music, sports, news, talk, children’s and other entertainment programming. Many different and changing considerations affect the availability, cost and quality of programming and customer demand. Accordingly, we reserve the unrestricted right to change, rearrange, add, or delete programming, including canceling, moving or adding particular channels, at any time, with or without notice to you. You always have the right to cancel your subscription to the Service if you do not accept any change. Your continued use of the Service following any programming changes will constitute your acceptance of such changes.

C. USE OF SERVICE:

1. Eligibility For Use of Service: You must be at least 18 years old, or the age of majority, as determined by the laws of your state of residency, to assume the obligations set forth in these Terms.

2. Service Area: We offer the Satellite Radio Service solely in the continental United States, although we might expand our Satellite Radio Service in the future. If your address is not in the continental United States, your Receiver (as defined below) will not be able to be activated to receive the Satellite Radio Service. We reserve the right to verify any address you provide.

3. SIRIUS Internet Radio: You are required to provide your own broadband internet connection to access SIRIUS Internet Radio. You may listen to SIRIUS Internet Radio on one single internet enabled device at one time. If you have multiple Subscriptions to the Service, you are eligible to receive an additional SIRIUS Internet Radio online listening account (username/password) for each such Subscription. You should not provide your username and password to any third party and have the obligation to protect your username and password from unauthorized use. If you are receiving SIRIUS Internet Radio as part of your Subscription to SIRIUS Satellite Radio, you will not be able to access SIRIUS Internet Radio unless your account for your Subscription is in good standing and you are in compliance with these Terms. Certain devices designed to work with SIRIUS Internet Radio may require a separate subscription.

4. Personal Use of the Service: We provide the Service only for your personal, non-commercial enjoyment. You may not make commercial use of, reproduce, rebroadcast, or otherwise transmit our programming, or record, charge admission for listening to or distribute play lists of our programming. If you use the Service for commercial purposes, we reserve the right to charge you our commercial rate retroactively to the beginning of your Subscription. We or any of our programming providers may prosecute violations of the foregoing against you and other responsible parties in any court of competent jurisdiction, under the rules and regulations of the FCC and other applicable laws.

5. Safety and Parental Control: It is your responsibility to exercise discretion and observe all safety measures required by law and your own common sense. We assume no responsibility for accidents resulting from or associated with use of the Service. In addition, some programming may include explicit language. It is your responsibility to impose listening restrictions that you consider appropriate on your family members and guests. We are not responsible for content that you or anyone else may find inappropriate. Please contact Customer Care to discuss options for channel blocking.

6. Service Interruptions: Service may be unavailable or interrupted from time to time for a variety of reasons, such as environmental or topographic conditions and other things, many of which we cannot control. Service might also not be available in certain places (e.g., in tunnels, parking garages, or within or next to buildings) or near other technologies. We are not responsible for any interruptions of the Service.

7. Service Cancellation: We reserve the right to cancel your Subscription at any time if you fail to pay amounts owing to us when due, violate or breach any of these Terms, or for any other reason in our sole discretion. If your Subscription is cancelled, you will still be responsible for payment of all outstanding balances accrued through the cancellation date, including any fees described herein.

D. RECEIVERS AND OTHER EQUIPMENT:

1. Authorized Suppliers: You may access and use the Service only with equipment authorized to receive the Service. However, we do not manufacture or install any of the receivers ("Receivers") or related equipment ("Equipment") you must use to receive the Service. You must purchase your Receiver and Equipment, and any repairs, parts, installation or service, from an authorized seller or manufacturer and the Receiver and/or Equipment will be subject to the applicable seller’s or manufacturer’s return policy and the manufacturer’s warranty, if any. We are not liable for any damage to your personal or real property, including without limitation, your vehicle, home or other property, resulting from installation or use of any Receiver or Equipment. Unless you purchased your Equipment or Receiver through one of our direct channels (such as through our website), we are not responsible for the advertising, statements, practices, promises or services of sellers or manufacturers of Equipment or Receivers. You should consult your owner’s manual or the equipment packaging for important information regarding warranties related to Receivers and Equipment. If you have any complaints about your Receiver, Equipment or installation, you should direct them to the seller, manufacturer or installer.

2. Multiple Receivers: Each Subscription to the Satellite Radio Service is tied to one Receiver. If you want to have the Satellite Radio Service on multiple Receivers, you must purchase a separate Subscription for each Receiver although all of your Subscriptions may be combined on a single account.

3. Loss of Equipment: Because your Satellite Radio Service Subscription is tied to a particular Receiver, if your Receiver is lost, stolen, sold or otherwise transferred you must cancel or suspend your Subscription or you will remain responsible for the payment obligations for your Satellite Radio Service under the terms of your Subscription, regardless of your use of the Satellite Radio Service.

4. Right to Transfer a Subscription: Satellite Radio Service Subscriptions (other than lifetime Subscriptions) are transferable from one Receiver to another. A LIFETIME SATELLITE RADIO SUBSCRIPTION (WHICH IS A SUBSCRIPTION THAT CONTINUES FOR THE LIFE OF THE RECEIVER) IS NOT TRANSFERABLE IF IT IS ASSOCIATED WITH A RECEIVER INSTALLED BY AN AUTOMAKER OR AN AUTOMOTIVE DEALER IN A VEHICLE, EXCEPT IN THE EVENT THE ORIGINAL RECEIVER ASSOCIATED WITH THAT LIFETIME SATELLITE RADIO SUBSCRIPTION IS STOLEN, ACCIDENTALLY DAMAGED OR, IN OUR SOLE DISCRETION, IS DEFECTIVE. A LIFETIME SATELLITE RADIO SUBSCRIPTION ASSOCIATED WITH A HOME, PORTABLE OR PLUG & PLAY RECEIVER IS TRANSFERABLE FROM ONE RECEIVER TO ANOTHER RECEIVER, UP TO A MAXIMUM OF THREE TIMES. Permitted transfers of Satellite Radio Service Subscriptions are subject to a transfer fee, as set forth herein.

E. INTELLECTUAL PROPERTY RIGHTS:

1. Technology: You may not, and you agree that you shall not, copy, decompile, disassemble, reverse engineer or manipulate any technology incorporated in, or otherwise modify or tamper with, any equipment used to receive the Service.

2. Copyright: All music, programming and other content available on the Service ("Content") are either owned by SIRIUS or are the property of SIRIUS’ licensors and suppliers. Neither your access to and use of the Service nor these Terms grant you any right, title or interest or license in or to any such Content, and you may not use such Content without the express written permission of the copyright owner(s).

3. Trademarks: SIRIUS Satellite Radio® and SIRIUS Internet Radio® are trademarks, service marks or registered marks of SIRIUS ("Marks"). Other trademarks, service marks, graphics, logos and domain names appearing on the Service or the Website may be the trademarks of third parties. Neither your access to and use of the Service or Website nor these Terms grant you any right, title or interest or license to reproduce or otherwise use the Marks or any third-party trademarks, service marks, graphics, logos or domain names. Any goodwill in the Marks generated as a result of your use of the Service will inure to our benefit. You shall not at any time, nor shall you assist others to, challenge our right, title, or interest in or to, or the validity of, the Marks or any other intellectual property rights of SIRIUS.

4. SIRIUS Internet Radio: You may not rebroadcast SIRIUS Internet Radio in any way. You may play SIRIUS Internet Radio through speakers or headphones for your personal listening pleasure. You may not make any recordings of, or otherwise duplicate, the content provided by SIRIUS Internet Radio. In addition, you may not re-transmit or otherwise distribute the content provided by SIRIUS Internet Radio in any way, including online streaming such content or making such content available for download. You may not re-skin, re-package, decompile, reverse engineer, disassemble SIRIUS Internet Radio, or construct a media player or interface that accesses SIRIUS Internet Radio. In addition, your use of any products or services that access SIRIUS Internet Radio and are provided by third parties not authorized by SIRIUS constitutes a violation of these Terms, even if you did not create such product or services and/or do not understand how they were created.

F. PAYMENT: In return for receiving the Service, you agree to pay us as follows:

1. Subscription Fee: You must pay in advance by credit card or debit card. You may combine payment with a SIRIUS prepaid card. You may also pay by check or money order for Subscriptions of at least one year in length. If you pay by check or money order you will receive an invoice by mail and will be required to make your first payment before your Subscription is activated.

2. Automatic Renewal: Your Subscription will continue for the length of the initial term you select ("Subscription Term") and will automatically renew at the end of the Subscription Term unless you choose to cancel prior to that renewal. Such renewal will be effected at the initial term selected or, at our option, on a month-to month basis. Your account will automatically be charged (or you will be billed, as applicable) at the rates in effect at the time of renewal.

3. Changes in Fees: Our fees and other charges are subject to change without notice.

4. Change of Address or Account Information: You must notify Customer Care immediately of any change in your name, billing address, service address, email address, telephone number or credit card or other account information.

5. Statements: Billing statements will be provided only upon request. If you would like to receive a statement for a particular period, please contact Customer Care. Please include the name and service address on your account in your letter. Statements will show: (1) payments, credits, purchases and any other charges to your account, (2) your account balance, and (3) the payment due date.

6. Payments: All payments must be made in U.S. dollars. Your outstanding balance is due in full each payment period. Undisputed portions of your account must be paid by the due date to avoid a late fee and possible deactivation of the Service. We may, in our discretion, accept partial payments, which will be applied to the oldest outstanding charges on your account. If you are delinquent in any payment to us, we reserve the right to suspend or terminate your Subscription, and deactivate your Receiver immediately and report any late payment or non-payment to credit reporting agencies.

7. Taxes: You are responsible for all taxes or other government fees and charges, if any, which are assessed based on the Service address on your account.

8. Administrative Fees: We will charge you one or more of the following fees, all of which are subject to change without notice:

• Activation Fee: We charge a one-time fee to activate, reactivate, upgrade or modify each Satellite Radio Service Subscription. The activation fee is currently $15.00.
• Invoice Administration Fee: If you commit to a Subscription of at least one year in length and elect to pay by check or money order, we will charge you an administration fee. The administration fee is currently $2.00 per invoice.
• Cancellation Fee: You will be charged a cancellation fee if you cancel a one-year or longer Subscription during the first year of service. The cancellation fee is currently $75.00.
• Transfer Fee: If you transfer a lifetime Satellite Radio Service Subscription from one Receiver to another or from one person to another you will be charged a transfer fee. The transfer fee is currently $75.00. SATELLITE RADIO SERVICE SUBSCRIPTIONS ARE TRANSFERABLE ONLY TO THE EXTENT PROVIDED FOR HEREIN. A LIFETIME SATELLITE RADIO SUBSCRIPTION IS NOT TRANSFERABLE IF IT IS ASSOCIATED WITH A RECEIVER INSTALLED BY AN AUTOMAKER OR AN AUTOMOTIVE DEALER IN A VEHICLE, EXCEPT IN THE EVENT THE ORIGINAL RECEIVER ASSOCIATED WITH THAT LIFETIME SATELLITE RADIO SUBSCRIPTION IS STOLEN, ACCIDENTALLY DAMAGED OR, IN OUR SOLE DISCRETION, IS DEFECTIVE. No transfer fee will be charged for the transfer of a lifetime Satellite Radio Subscription associated with a Receiver installed by an automaker or an automotive dealer if, in our sole discretion, the Receiver is defective.
• Late Fee: If we do not receive your payment by the billing due date, we will charge you a late fee until the delinquent amount is paid in full. We do not extend credit to customers and this late fee is not an interest charge. The late fee is currently $5.00 per month.
• Returned Payment Fee: If any bank or other financial institution refuses to honor your check we will charge you a service fee. The service fee is currently $20.00 per refused or bounced check.

• Your name and service address;
• The dollar amount in question, if applicable; and
• The details of your question or issue.

G. CANCELLATION: The term of your Subscription will automatically renew for additional terms of the same length as your initial Subscription Term or, at our option, on a month-to-month basis until you cancel the Service.

1. Cancellation: You may cancel your Subscription at any time by notifying Customer Care. Your cancellation will become effective on your next subscription "cycle date" which is the next month anniversary of your initial activation date (i.e., if you activated your Subscription on January 15th and cancel on April 1st your Subscription will end on April 15th). A cancellation fee may apply.

2. Refunds: LIFETIME AND MONTHLY SUBSCRIPTIONS ARE NONREFUNDABLE. If you cancel your Subscription prior to its expiration (excluding lifetime and monthly Subscriptions), you will receive a refund of amounts paid directly by the subscriber, if any, on a pro-rata basis, less any applicable fees, unless provided otherwise in any offer for the Service that you accept.

3. Service Credits: Service credits will not be refunded in cash, but will be honored in the form of service for the remaining length of the credit. Unused service credits will expire upon termination of your Subscription, and may not be transferred to another person or Subscription.

H. DISCLAIMERS/LIMITATION OF LIABILITY:

1. Disclaimers: YOU UNDERSTAND AND AGREE THAT THE SERVICE AND WEBSITE IS PROVIDED "AS IS" AND "AS AVAILABLE." WE MAKE NO WARRANTY, EITHER EXPRESS OR IMPLIED, REGARDING THE SERVICE OR YOUR RECEIVER OR OTHER EQUIPMENT OR THAT YOUR ACCESS TO OR YOUR USE OF THE SERVICE OR WEBSITE WILL BE UNINTERRUPTED OR ERROR FREE. ALL SUCH WARRANTIES (INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT) ARE HEREBY DISCLAIMED.

2. Limitations of Liability: WE ARE NOT RESPONSIBLE FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR LOSSES RELATING TO THE USE OR PURCHASE OF ANY RECEIVER OR EQUIPMENT OR THE SERVICE, WHETHER BASED ON NEGLIGENCE OR OTHERWISE, AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY THEREOF. IN NO EVENT WILL THE AGGREGATE LIABILITY FOR ANY AND ALL OF YOUR CLAIMS AGAINST US AND OUR CONTRACTORS AND LICENSORS ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR ACCESS TO OR USE OF THE SERVICE OR WEBSITE EXCEED $150. YOU AGREE THAT THIS LIMITATION OF LIABILITY REPRESENTS A REASONABLE ALLOCATION OF RISK.

3. Your Risk: YOU AGREE THAT YOUR ACCESS TO AND USE OF, OR INABILITY TO ACCESS OR USE THE SERVICE OR THE WEBSITE IS AT YOUR SOLE RISK. YOU WILL NOT HOLD US OR OUR CONTRACTORS OR LICENSORS, AS APPLICABLE, RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE SERVICE OR WEBSITE, INCLUDING WITHOUT LIMITATION ANY DAMAGE TO ANY OF YOUR COMPUTERS OR DATA. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ANY PERSON SHALL CREATE A WARRANTY OR GUARANTEE IN ANY WAY WHATSOEVER RELATING TO THE SERVICE OR WEBSITE.

4. Third Parties: THE THIRD PARTY LINKS, SERVICES, GOODS, RESOURCES AND CONTENT AVAILABLE ON THE SERVICE AND THE WEBSITE ARE NOT CONTROLLED BY US. ACCORDINGLY, WE MAKE NO WARRANTIES REGARDING SUCH THIRD-PARTY SERVICES, GOODS, RESOURCES, AND CONTENT, INCLUDING WITHOUT LIMITATION WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT. WE WILL NOT BE LIABLE FOR YOUR ACCESS TO, USE OF OR DOWNLOADING OF CONTENT AVAILABLE ON OR THROUGH, THE SERVICE OR WEBSITE.

5. State Law: SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES OR THE LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE DISCLAIMERS, WAIVERS AND LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.

6. Miscellaneous: UNLESS LIMITED OR MODIFIED BY APPLICABLE LAW, THE FOREGOING DISCLAIMERS, WAIVERS AND LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE. OUR LICENSORS AND CONTRACTORS ARE INTENDED THIRD-PARTY BENEFICIARIES OF THESE DISCLAIMERS.

I. DISPUTES:

In order to expedite and control the cost of disputes, you agree that any legal or equitable claim relating to the Service, the Website, your Subscription or these Terms (a "Claim"), will be resolved as follows:

1. Informal Claim Resolution: To initiate an informal resolution to a Claim, you may send a notice by first class United States mail to the address at the beginning of these Terms or by phone (a "Notice").

2. Formal Resolution: If we cannot resolve a Claim informally within 90 days of receipt of your Notice, any Claim either of us asserts will be resolved through judicial action in the state and federal courts located in New York City, New York. The parties hereby stipulate to and agree to waive any objection to the personal jurisdiction and venue of such courts. Disputes brought by you or us against the other under these Terms, or otherwise, may not be joined or consolidated with disputes brought by or against any third party, unless agreed to in writing by all parties.

3. Applicable Law: The rules and regulations of the Federal Communications Commission, other applicable federal laws, and the State of New York shall govern the interpretation and enforcement of these Terms. These Terms are subject to modification if required by such laws.

4. Attorney’s Fees: If we take legal action against you in connection with any actual or suspected breach of these Terms, including failure to pay, We will be entitled to recover from you as part of such legal action, and you agree to pay, our reasonable costs and attorneys' fees incurred as a result of such legal action.

J. MISCELLANEOUS:

1. Notices: Notices to you will be deemed given when deposited in the mail or when sent by email. Notices may be included in statements or other communications to you. We may also provide notice to you by telephone, which will be deemed given when a message is left with you, someone answering the telephone at your residence or on an answering machine or voice mail system at your phone number on record with us. Your notices to us will be deemed given when we receive them in writing.

2. Assignment of Account: We may assign your account and all rights and/or obligations hereunder to any third party without notice for any purpose, including, without limitation, collection of unpaid amounts, in the event of an acquisition, corporate reorganization, merger or sale of substantially all of our assets to another entity. You hereby consent to such assignment. You must continue making all required payments to us in accordance with your billing statement, unless notified otherwise.

3. Full Agreement: These Terms constitutes the entire agreement between us concerning your access to and use of the Service or Website and may be modified by the unilateral amendment of these Terms and the posting by us of such amended version. No salesperson or other representative is authorized to change it for you. If any provision is declared by a competent authority to be invalid, that provision will be deleted or modified to the extent necessary, and the rest of these Terms will remain enforceable. Any specific Terms that expressly or by their nature survive termination shall continue thereafter until fully performed. A waiver of any of these Terms or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof.

THANK YOU FOR CHOOSING SIRIUS SATELLITE RADIO.

© 2008 SIRIUS Satellite Radio Inc. "SIRIUS" and related marks are trademarks of SIRIUS Satellite Radio Inc.

EFFECTIVE DATE: May 7, 2008.