STARBAND COMMUNICATIONS INC. SATELLITE INTERNET ACCESS SERVICE MEMBER AGREEMENT
(last revised May 15, 2001)

StarBand has made a number of clarifications and editorial revisions. Changes of which you should take particular note are indicated with red text.

Your use of the StarBand high-speed satellite Internet access services (the "Service") affirms a binding contract between you and StarBand Communications Inc. ("StarBand") on the terms of this Member Agreement, as modified by StarBand from time to time. However, if you purchased your StarBand system and Service from someone other than StarBand ("your Retailer"), and not directly from StarBand, the terms provided by your Retailer concerning pricing, payment, installation, cancellation and return will apply to you.

1. STARBAND EQUIPMENT AND SOFTWARE

1.1. PURCHASE AND INSTALLATION
·· You agree to provide accurate registration information on the StarBand Service registration form and to provide timely updates of your information to StarBand Customer Service. In addition, you agree to provide true and accurate information to StarBand and your StarBand certified installer regarding the eligibility and suitability of your residential location to receive the Service. You will be charged for any aborted installer visit that results from any misrepresentation that you make or any misinformation that you provide to StarBand or your installer. StarBand will communicate with you via your primary starband.net email address. You agree that you will not open the packaging containing the antenna and related hardware and, depending upon which model you have selected, either the personal computer with internal modem or the satellite modem provided by StarBand (collectively the "Equipment") when you receive it, but will keep the Equipment in its unopened packaging for the StarBand certified installer. StarBand is not responsible for any damage to the Equipment either during shipment or caused by you if the Equipment is opened by anyone other than a StarBand certified installer.
·· It is your responsibility to secure from your landlord, homeowners' association, etc., and to maintain, any permissions that may be necessary for installation of the Equipment. The charge for standard installation is as communicated to you at the time of registration for the Service; however, additional installation charges may apply if special services are required or if you request special services at any time.
·· The Equipment may contain operating software and software that interfaces the Equipment to your personal computer ("Licensed Software"). All Licensed Software is proprietary to StarBand or its third-party licensors. StarBand hereby grants you a non-exclusive, nontransferable license to use the Licensed Software for the limited purpose of accessing and using the Service for so long as you continue to pay monthly fees for use of the Service. You may not copy, modify, distribute or reverse-engineer the Licensed Software. This license will automatically terminate upon expiration or termination of the Service.

1.2. RETURN POLICY
·· If you purchased your Equipment directly from StarBand, you may cancel your order for the Service for any reason at any time prior to installation of the Equipment by contacting StarBand Customer Service. In the event of such cancellation you must return the Equipment to StarBand at your own risk and expense not later than thirty (30) days after you notify StarBand of your decision to cancel. Upon receipt and inspection of the Equipment in working condition, StarBand will refund the amount that you paid for the Equipment, the original cost of shipping the Equipment to you and applicable taxes, less the cost of the return shipping in the event that StarBand forwards a prepaid shipping label to you. If you fail to return the Equipment within the required thirty (30) day period, you will not be entitled to a refund, and you will be obligated to pay StarBand a cancellation fee of $499.00.
·· You may cancel your order for the Service for any reason at any time during the thirty (30) day period after the Equipment is installed by contacting StarBand Customer Service. In the event of such cancellation, you agree to have the Equipment removed at StarBand's expense for a standard de-installation and to return the Equipment to StarBand at your own risk and expense not later than thirty (30) days your date of cancellation. Upon receipt and inspection of the Equipment in working condition, StarBand will refund the amount that you paid for the Equipment, the original cost of shipping the Equipment to you and applicable taxes, less the cost of the return shipping in the event that StarBand forwards a prepaid shipping label to you. StarBand will not refund the cost of installation. If you fail to return the Equipment within the required thirty (30) day period, you will not be entitled to a refund, and you will be obligated to pay StarBand a cancellation fee of $499.00. Notwithstanding the foregoing, StarBand may, in its discretion, elect to abandon the Equipment in place, in which case StarBand will not pay for de-installation and you will not be entitled to a refund of any amounts you have paid.
· If you wish to cancel the Service at any time during the initial term (the partial month of installation of the Equipment and the twelve full months immediately thereafter) following the thirty (30) day period after installation, you may do so by contacting StarBand Customer Service, but you will not be entitled to a refund of any amounts you have paid and you will be obligated to pay StarBand a cancellation fee of $499.00. In addition, if you want the Equipment to be de-installed from your location, at your request, StarBand will dispatch a technician who will perform a standard de-installation at a charge of $125. A non-standard de-installation will result in additional charges.

1.3. LIMITED WARRANTY-- EQUIPMENT AND LICENSED SOFTWARE
·· StarBand warrants to you, the original purchaser, that the Equipment and the Licensed Software will be free of defects in materials and workmanship for one (1) year after the date of installation. This warranty does not cover (a) faulty installation of the Equipment or damage to the Equipment during installation, reinstallation or relocation (see Warranty Disclaimer-Installation, below), (b) cosmetic damage to the Equipment that does not affect signal transmission or reception, (c) signal reception problems or loss of use of the Service that results from any cause other than defects in materials and workmanship, (d) damage to the Equipment caused by lightning, electrical or telephone line surges, fire, flood, or other acts of God, accident, misuse or abuse, or (e) use of the Equipment with accessories or other equipment not authorized, approved or supported by StarBand. This Limited Warranty-Equipment shall be void, and StarBand shall have no further obligations to you under it, if (i) the package in which the Equipment is shipped to you is opened by anyone other than a StarBand certified installer, (ii) the Equipment is tampered with, repaired or relocated by anyone other than a StarBand certified installer or technician, (iii) the Licensed Software is tampered with or repaired by anyone other than a StarBand certified installer or technician or (iv) any factory-applied identification mark, including but not limited to a serial number or conditional access number, is removed or altered.
· In the event that the Equipment is found to have any defect in materials or workmanship, StarBand's only liability to you, and your sole and exclusive remedy, shall be (a) during the ninety (90) day period after installation, repair or replacement of the defective Equipment at no charge for replacement Equipment or, for subscribers in the continental United States only, at no charge for labor which normally would be included in a standard installation, or (b) following the expiration of the ninety (90) day period after installation and for the remainder of the one (1) year period after installation, replacement of any defective Equipment that cannot be repaired at no charge for replacement Equipment, however, you will be charged for any labor required for repair and/or replacement of the Equipment. Additionally, StarBand may require the return of any replaced Equipment, subject to a penalty fee for non-return. Notwithstanding the foregoing, if StarBand determines, in its sole discretion, that it is unable to repair or replace any defective Equipment, StarBand reserves the right to remove the Equipment and refund the price you paid for the Equipment (including charges for shipping and applicable taxes) and installation.
·· THE FOREGOING LIMITED WARRANTY IS THE ONLY WARRANTY GIVEN BY STARBAND FOR THE EQUIPMENT AND THE LICENSED SOFTWARE, STARBAND HEREBY DISCLAIMS ALL OTHER WARRANTIES WITH RESPECT TO THE EQUIPMENT AND THE LICENSED SOFTWARE, EXPRESS AND IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS OF THE EQUIPMENT FOR A PARTICULAR PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

1.4. LIMITED WARRANTY-INSTALLATION SERVICES
·· THE FOLLOWING LIMITED WARRANTY APPLIES TO YOU ONLY IF YOU PURCHASED EQUIPMENT DIRECTLY FROM STARBAND AND YOUR INSTALLATION WAS PERFORMED BY A STARBAND CERTIFIED INSTALLER.

If you have purchased the Equipment directly from StarBand and an installer assigned by StarBand performed your installation, StarBand warrants to you, the original purchaser of the Equipment that, for a period of ninety (90) days after the date of installation of the Equipment by a StarBand certified installer, the Equipment has been installed in a good and workmanlike manner and that roof, chimney or wall mountings and internal cabling have been properly installed. This limited warranty is void, and StarBand has no further obligations to you under it, if any Equipment or cabling is installed, removed, tampered with, repaired or relocated by anyone other than a StarBand certified installer or technician.
·· In the event that you experience any problem with the StarBand Service that is attributable to improper installation, StarBand's only liability to you, and your sole and exclusive remedy, shall be replacement of any Equipment damaged during original installation and/or reinstallation of the Equipment.
·· THE FOREGOING LIMITED WARRANTY IS THE ONLY WARRANTY GIVEN BY STARBAND FOR THE EQUIPMENT INSTALLATION SERVICES. STARBAND HEREBY DISCLAIMS ALL OTHER WARRANTIES WITH RESPECT TO THE EQUIPMENT INSTALLATION SERVICES, EXPRESS AND IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS OF THE EQUIPMENT INSTALLATION SERVICES FOR A PARTICULAR PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

2. STARBAND(SM) SERVICE
2.1. YOUR CONDUCT AND RESPONSIBILITIES
The StarBand Acceptable Use Policy is set forth at www.starband.net/acceptableuse.htm. You agree to review and familiarize yourself with this policy and to abide by its terms. StarBand reserves the right to amend, remove, or add to the Acceptable Use Policy at any time. Accordingly, you should visit www.starband.net/acceptableuse.htm from time to time to review the then-current Acceptable Use Policy. Your use of the Service after the posting of any change to the terms of the Acceptable Use Policy constitutes acceptance of the change. Your conduct when using the Service should reflect an appropriate respect and consideration for other users of the Service. StarBand reserves the right to require that you comply with mandatory product changes or upgrades that may be necessary from time to time to effectuate upgrades to the Service or the StarBand network, at no cost to you for any new or upgraded software or other product provided to you by StarBand. In such instances, StarBand may require the return of any product for which you have been provided with a replacement. StarBand also reserves the right to suspend your use of the Service as necessary in order to protect the integrity of the Service or the StarBand network or if you fail to comply with any required product changes or upgrades.

2.2. PASSWORD SELECTION AND SECURITY
The Service provides you with the opportunity to create primary and secondary member accounts. You agree to comply with the terms of this Agreement in connection with your use of the primary account and the secondary account and to require any other persons whom you may authorize to use either of your accounts to do the same. When initially signing up for the Service, you must select a user name and password. You are responsible for maintaining the confidentiality of these identifiers, and you are responsible for any consequences that may result from their disclosure, including but not limited to any resulting use, and fees incurred in connection with use, of the Service made through your user name and password. If you have concerns or feel your personal identifiers are being used by unauthorized persons, please notify abuse@StarBand.com . If you forget your user name or password, please contact abuse@StarBand.com

2.3. INTELLECTUAL PROPERTY RIGHTS
The text, photographic, graphical, audio and video content that is available for access by you through the Service is the property of StarBand or its licensors, or the property of other third parties, and is protected by copyrights, trademark rights or other proprietary rights. Unless otherwise expressly specified with respect to any StarBand content, you may reproduce, modify, display and print StarBand content found through your use of the Service for personal use only. You agree not to reproduce, transmit, repost, distribute, sell, publish, broadcast, or in any other way commercially exploit any of the StarBand content without the necessary consent from the content owners.

By posting content, or submitting content for posting, on any public areas, such as bulletin boards or chat rooms, you expressly grant StarBand the complete right to reproduce, modify, distribute, display and otherwise use the content anywhere, in any form or media. You hereby represent and warrant that you have all necessary rights in and to all content you transmit, post, distribute, sell, publish, broadcast, or upload to or through the Service and that your uploading of such content shall not infringe any proprietary or other rights of third parties.

2.4. COPYRIGHT
You are responsible for compliance with all copyright laws pertaining to information that you place on the Internet using the Service. StarBand reserves the right to terminate use of the Service for anyone who may be infringing the copyright of any third party. Information about United States copyright laws can be found at http://lcweb.loc.gov/copyright. Further, under the DMCA, StarBand may be obligated to provide names of individuals using the Service upon the order of a federal court.

StarBand will respond to complaints of copyright infringement as provided for in the Digital Millennium Copyright Act ("DMCA"). In accordance with the DMCA, StarBand has designated the following individual (the "Designated Agent") to receive notification of possible violations of copyrights:

Catherine Thornberry
StarBand Communications Inc.
1760 Old Meadow Road
McLean, VA 22102
Tel: 703-287-3000
Fax: 703-245-6273
E-mail: copyrightagent@starband.com

StarBand will expeditiously remove and/or block access to material posted by a subscriber upon notice of infringement of copyright provided to the Designated Agent by or on behalf of the copyright owner. The individual responsible for posting material suspected of copyright infringement will be notified promptly by the Designated Agent and will be provided with information sufficient to identify the allegedly infringing work or works. [text deleted]

If an individual receiving notice of improper use believes that the material in question is being used lawfully, a "Counter Notice" should be provided to the Designated Agent, and StarBand will restore access to the material within 14 days of the Counter Notice, unless the matter has been referred to a court. The Counter Notice must contain the following:

• The individual's name, address, phone number and signature;
• Identification of the material that has been removed or disabled and its location before removal;
• A statement, under penalty of perjury, that the material was removed by mistake or misidentification on the part of the complainant; and
• Consent to Federal court jurisdiction in the Commonwealth of Virginia or in the federal judicial district for the individual's address.


[text moved forward; additional text deleted]

2.5. TRADEMARKS
"STARBAND" and other marks that include the word STARBAND, the STARBAND logo, "IF YOU CAN SEE THE SOUTHERN SKY, YOU CAN GET STARBAND," "JUST LOOK UP," "THE FUTURE OF HIGH SPEED INTERNET ACCESS IS LOOKING UP" are trademarks and service marks of StarBand Communications Inc. StarBand's marks may not be used in connection with any product or service that is not StarBand's, in any manner that is likely to cause confusion, or in any manner that disparages or discredits StarBand. Nothing contained herein or elsewhere should be construed as granting, expressly, by implication, estoppel or otherwise, any license or right to use any trademark or service mark without the express written permission of StarBand. Trademarks, company names and logos appearing on the Service that are not the property of StarBand are the property of their respective owners.

2.6. THIRD PARTY SITES
The Service may produce automated search results or otherwise permit you to link to other sites on the Internet. These sites are not under the control of StarBand, and you acknowledge that StarBand is not responsible for the accuracy, copyright compliance, legality, decency of any content or information on these sites, usage of your personal information by operators of these sites or any other aspect of these sites. The ability to access the Internet through the Service does not imply approval or endorsement by StarBand of any content or information that may be found on the Internet or any association or affiliation between StarBand and the operators of any other site.

2.7. DISCLAIMER OF WARRANTIES-THE SERVICE
YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. STARBAND EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS AND IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. STARBAND MAKES NO WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES STARBAND MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE SERVICE OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM STARBAND OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. YOU ACKNOWLEDGE AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM DOWNLOADING ANY FILES ACCESSED THROUGH YOUR USE OF THE SERVICE OR ANY EXTERNAL LINKS AVAILABLE ON THE SERVICE.

2.8. INDEMNIFICATION
Upon request, you agree to indemnify and hold StarBand, its affiliated companies and its officers and employees harmless from any losses, damages, costs, liabilities, claims, demands and expenses, including attorneys fees, due to or arising out of your use or misuse of the Service.

3. GENERAL MATTERS
3.1. LIMITATION OF LIABILITY
STARBAND, ITS OFFICERS OR EMPLOYEES SHALL HAVE NO LIABILITY TO YOU UNDER ANY CAUSE OF ACTION (INCLUDING NEGLIGENCE) FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE EQUIPMENT, THE LICENSED SOFTWARE, THE SERVICE OR YOUR USE OF OR INABILITY TO USE THE SERVICE, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLES, EVEN IF STARBAND HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL STARBAND'S LIABILITY TO YOU UNDER ANY CAUSE OF ACTION (INCLUDING NEGLIGENCE) EXCEED THE SERVICE FEE PAID BY YOU DURING THE SIX MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH ANY CLAIM OR CAUSE OF ACTION AROSE.

3.2. PAYMENTS
· If you purchased your Equipment and Service directly from StarBand, this Agreement obligates you to pay StarBand (i) the charges for the Equipment, shipping and applicable taxes, and (ii) the monthly service charges for the month of installation of the Equipment and the twelve (12) subsequent full calendar months, all in the amounts communicated to you at the time of registration for the Service.
· On the date Equipment is shipped in response to your order, your credit card will be charged [text deleted] for the Equipment. On your first monthly billing date, your credit card will be charged [text deleted] for a prorated monthly service charge for the month during which the Equipment is installed and for the full monthly service charge the subsequent full month. Thereafter, your credit card will be charged, on your monthly billing date for the then-current month's service charge. StarBand reserves the right to charge a late fee of $10.00 for late payment of any monthly service charge.
· You acknowledge that this Agreement obligates you to pay to a StarBand certified installer the installation charge communicated to you at the time of registration for the Service. If you do not pay the appropriate charge to the installer within 10 days of successful installation, the full installation charge may be charged to your credit card. You also acknowledge that you will be obligated to pay a $499.00 cancellation fee to StarBand if you cancel the Service at any time during the initial term following the expiration of the thirty (30) day period after installation of the Equipment or if you cancel the Service during such thirty (30) day period but fail to return the Equipment to StarBand within thirty (30) days after your notice of cancellation. This cancellation fee also may be charged to your credit card.
· You acknowledge and agree that StarBand is not extending credit to you and that the cancellation fee is not interest, a credit service fee or a finance charge. You also acknowledge and agree that StarBand is not responsible for any additional fees that you might incur as a result of the cancellation fee being charged to your credit card or the timing of StarBand's crediting any amounts for returned Equipment. You hereby authorize StarBand to report any payment defaults to credit reporting agencies.

3.3. TERM AND TERMINATION
The initial term of this Agreement begins at the time you order the Equipment and continues, unless sooner terminated by you in accordance with Section 1.2 or by StarBand as provided herein, through the end of twelve full calendar months after the Equipment is installed at your residence (plus the partial month during which the Equipment is installed). After the initial term, the Agreement is automatically renewed on a month-by-month basis for as long as you continue to pay the then-current monthly charge. StarBand reserves the rights, exercisable in its own discretion, to issue a warning or to suspend or terminate your access to and use of the Service if you breach this Agreement (including the Acceptable Use Policy), if StarBand is unable to verify or authenticate any information you provide to StarBand, or if your conduct violates applicable law or is harmful to the interests of StarBand, its affiliates, or other members. Neither StarBand nor any of its employees shall be liable to you or any third party for the termination of the Service or any claims related to the termination of Service.

3.4. CHOICE OF LAW AND ARBITRATION
This Member Agreement and your use of the Service shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, excluding its conflicts of law rules. Any controversy or claim arising out of or relating to this Member Agreement shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in McLean, Virginia, and judgment on the arbitration award may be entered into any court of competent jurisdiction.
Either you or StarBand may seek any interim or preliminary equitable relief from a court of competent jurisdiction necessary to protect rights or property. The federal and state courts in the Commonwealth of Virginia shall have exclusive jurisdiction to grant such relief, and each party hereby consents to the exercise of personal jurisdiction by such courts.

3.5. SEVERABILITY AND INTEGRATION
Unless otherwise specified herein, this Member Agreement, along with any attachments or referenced agreements constitutes the entire agreement between you and StarBand with respect to the Service, and supersedes all prior or contemporaneous communications and proposals (whether oral, written, or electronic) between you and StarBand with respect to the Service. If any part of this Member Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.

3.6. CHANGES TO AGREEMENT
This Member Agreement was last revised May 15, 2001, and StarBand reserves the right to amend, remove, or add to any or all parts of this Member Agreement and the Acceptable Use Policy at any time. Accordingly, you should visit the StarBand website at www.starband.net/membereragreement.htm from time to time to review the then-current and effective terms and conditions. Your use of the Service after the posting of any change to the terms of this Member Agreement constitutes acceptance of the change. No delay or failure to take action under such terms and conditions will constitute a waiver by StarBand, unless expressly waived in writing by a duly authorized officer of StarBand.