STARBAND SATELLITE INTERNET ACCESS SERVICE
MEMBER AGREEMENT
(last revised July 2006)

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 Service Agreement, as modified by StarBand from time to time (the “Agreement”). By signing up for the Service, you are agreeing to all of the terms included in this Agreement. These provisions are in addition to any terms regarding pricing, payment, installation, warranty, cancellation or return, or other terms provided to you separately by StarBand or by the dealer or retailer from whom you purchased your StarBand satellite modem, antenna and related hardware (the “Equipment”) and Service.

The Service is designed and intended for periodic, non-continuous use of e-mail, file transfers, Internet chat, instant messaging, and browsing the World Wide Web. It is not intended for extensive Virtual Private Network (“VPN”) usage, remote access, video or voice over IP, gaming, hosting web or ftp servers, or heavy upload traffic.

1. STARBAND EQUIPMENT AND SOFTWARE

1.1 Purchase and Installation

You agree to provide accurate registration information on any StarBand Service registration or similar form and to provide timely updates of your information to StarBand or to your StarBand retailer’s customer service organization. You agree that your StarBand system may be installed only in the United States (including the territories of Puerto Rico and the U.S. Virgin Islands). Should StarBand need to contact you regarding the Service, we will use the primary StarBand.net e-mail account created by you at the time of activation of your StarBand Service. Therefore, you should check this account periodically.

You agree to provide true and accurate information to StarBand and your authorized StarBand certified installer regarding the eligibility and suitability of your Location to receive the Service. It is your responsibility to secure from your landlord, building owner, etc., and to maintain, any permissions that may be necessary for installation of the Equipment. STARBAND WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGES RESULTING FROM YOUR FAILURE TO OBTAIN ANY NECESSARY APPROVALS OR FROM ANY INACCURACY OR MISREPRESENTATION RELATING TO THE SUITABILITY OF YOUR LOCATION. Further, you agree to indemnify and hold StarBand harmless from and against any claims of the owner of your premises arising out of the performance of this Agreement.

You agree that your StarBand system may be installed only at the location in the United States that you specify when you establish your StarBand account, or other location specifically authorized in advance by StarBand. Any inaccuracy or misrepresentation relating to the suitability of your location, the location of the Equipment or any unauthorized move of the Equipment to a location outside of the United States may result in the suspension or termination of your Service, at StarBand’s sole discretion.

1.2 Licensed Software

The Equipment will contain and/or will be installed with software including operating software and software that interfaces the Equipment to your personal computer, and you also may be provided with software to be installed on your personal computer (“Licensed Software”). All Licensed Software is proprietary to StarBand or its third-party licensors. StarBand hereby grants to 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 terminate automatically upon expiration or termination of the Service.

1.3 Disclaimer of Warranties – Equipment, Licensed Software and Installation Services

UNLESS STARBAND OTHERWISE SPECIFICALLY PROVIDES WRITTEN WARRANTIES TO YOU, STARBAND HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, WITH RESPECT TO THE EQUIPMENT, THE LICENSED SOFTWARE AND EQUIPMENT INSTALLATION SERVICES, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS OF THE EQUIPMENT OR LICENSED SOFTWARE OR 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.

If you purchased your StarBand Equipment and installation services other than directly from StarBand, your retailer, dealer or installer may provide you with warranties.

If you have problems with either your Equipment or the Installation Services you received, you should contact the retailer from whom you purchased your Equipment and Service contract, or the professional StarBand certified installer who installed your system.

2. USE OF THE SERVICE

2.1 Your Conduct and Responsibilities - Generally

The StarBand Acceptable Use Policy is an integral part of this Agreement. A copy of the Acceptable Use Policy is available for your continued reference 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 StarBand Acceptable Use Policy at any time. Accordingly, you should visit www.starband.net/acceptableuse.htm from time to time to review the then-current Policy. Your use of the Service after the posting of any change to the terms of the StarBand Acceptable Use Policy constitutes acceptance of the change. Your conduct when using the Service or when communicating with StarBand should reflect an appropriate respect and consideration for other users of the Service and for StarBand and its employees. StarBand 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.

2.2 Your Conduct and Responsibilities – Commercial Activities

The Service may be used only for conducting the internal business of your company or office. You may not resell, share, lease or otherwise distribute the Service or any portion thereof to any third party; provide network services to others via the Service; or sell or lease any of your web page space. StarBand may discontinue hosting your web page if distinct elements of your page are accessed by third parties more than 25,000 times per day (which runs from midnight to the following midnight).

2.3 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 <mailto:abuse@StarBand.com>.

You should be aware that StarBand does not provide a client-side firewall. Use of such a firewall is strongly encouraged.

2.4 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.

2.5 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, VIRUS FREE 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 ALSO ACKNOWLEDGE THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM AND/OR SOFTWARE APPLICATIONS AND FOR ANY LOSS OF DATA THAT RESULTS FROM INSTALLATION OR OPERATION OF THE LICENSED SOFTWARE OR FROM YOUR USE OF THE SERVICE, INCLUDING DOWNLOADING ANY FILES ACCESSED THROUGH YOUR USE OF THE SERVICE OR ANY EXTERNAL LINKS AVAILABLE ON THE SERVICE.

3.0 Virtual Private Networks (“VPN”)

You may install and use a VPN only as a client to communicate through your StarBand system to a host server. You should be aware, however, that TRAFFIC OVER YOUR VPN WILL NOT BE ACCELERATED AND YOU ARE LIKELY TO ACHIEVE NO BETTER THAN DIAL-UP LIKE SPEEDS. You also should be aware that extensive use of your VPN may generate traffic that exceeds acceptable use levels.

StarBand will not provide any technical support for your VPN (other than online FAQs for VPN packages that have been tested by StarBand). You may be required to disable or uninstall your VPN software before receiving any technical support from StarBand or your Retailer.

STARBAND DOES NOT WARRANT ANY VPN FUNCTIONALITY. INSTALLATION AND USE OF A VPN IS YOUR SOLE RESPONSIBILITY AND DONE AT YOUR SOLE RISK.

4. SUPPORT, UPGRADES AND MONITORING

4.1 Technical Support

StarBand does not guarantee any particular response times for its technical support. If you choose to network additional PCs to access the Service or install VPN software, you may be required to de-install any VPN, networking or network sharing software before receiving troubleshooting or other technical support from StarBand technical representatives. If other software or applications residing on your computer restrict or inhibit the ability of the StarBand software to function properly, the offending software must be removed prior to your seeking call center support.

If you are not charged directly by StarBand for your monthly service fees, your access to StarBand customer support is limited to escalated technical support, which is available only upon referral from your Retailer’s Customer Support Center.

4.2 Upgrades

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. In such instances, StarBand may require the return of any product for which you have been provided with a replacement, and failure to return such product may result in your being charged a replacement fee. StarBand reserves the right to suspend or terminate your use of the Service if you fail to comply with mandatory product changes or upgrades.

4.3 Monitoring

Network Integrity and Acceptable Use Policy

StarBand may routinely monitor the activity of accounts for traffic usage patterns, and also for violation of the Acceptable Use Policy, in our efforts to promote good citizenship within the Internet community. StarBand and its various affiliates and partners reserve the right from time to time to monitor bandwidth consumption and patterns, hours and types of usage, upload and download performance, the number of PCs networked to or through a StarBand-connected gateway PC and the networking or network sharing application employed, and posted content, to operate the Services, to identify violations of the Acceptable Use Policy and/or to protect the network and StarBand customers. Some of the information may be collected through applications included in the Licensed Software. StarBand collects and uses information on customer use of the Service as necessary to provide the Service. Absent a court order or similar legal requirement, StarBand will not monitor or disclose the addressees or private content of any email transmissions.

StarBand prefers to advise customers of inappropriate behavior if the Service is used in a way that StarBand, in its sole discretion, believes violates the Acceptable Use Policy, before taking remedial action. However, StarBand may take any responsive actions as it deems appropriate. Such actions include, but are not limited to, temporary or permanent removal of content, cancellation of newsgroup posts, filtering of Internet transmissions, and the immediate suspension or termination of all or any portion of the Service. StarBand also reserves the right to take such action as may be necessary to protect the integrity of the system, including, but not limited to, regular system monitoring, port scanning and shutting down of ports affected by viruses, worms or other malicious code. StarBand will not have any liability for any such responsive actions.

StarBand is committed to helping reduce the proliferation of SPAM (unsolicited bulk e-mail) activities over the Internet. StarBand’s e-mail service automatically blocks known SPAM accounts from entering into the StarBand system, and we reserve the right to take other measures to limit SPAM messages (such as limiting the number of addressees in outgoing e-mail messages).

Transmission Interference

Your satellite dish antenna, with related outdoor equipment, both transmits and receives signals to and from the satellite that StarBand uses to provide the Service. It is possible that a misaligned antenna can cause interference to customers of StarBand and customers of other users on the satellites StarBand uses or adjacent satellites, and result in a violation of FCC authorization under which StarBand operates. StarBand performs routine testing to determine if any system is causing interference. StarBand reserves the right to shut down any system that is causing interference with no liability or responsibility on the part of StarBand. In the event StarBand must turn your service off due to interference, it is your responsibility to work with an authorized StarBand certified maintenance professional to have your dish antenna properly aligned or fixed, thereby stopping the interference, prior to StarBand returning your Service to an operational state. StarBand will attempt to, but does not guarantee that it will, provide advance notice of the need to shut down a system for interference.

5. INTELLECTUAL PROPERTY RIGHTS

5.1 General

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.

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. You hereby grant StarBand a non-exclusive, worldwide, royalty-free, perpetual, irrevocable license to reproduce, translate, modify, distribute, display and otherwise use in any and all media now known or hereafter discovered or invented, any copyrightable content (including but not limited to text, graphics, audio and video material) that you transmit, post, distribute, publish, broadcast, or upload to or through the Service as may be reasonably necessary for the limited purpose of making such copyrightable content available for access through the Service to the end user(s) and/or in the manner designated by you. The granting of this license does not transfer ownership of any copyrightable content from you to StarBand.

5.2 Copyright Notification

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. Further, under the Digital Millennium Copyright Act (“DMCA”), StarBand may be obligated to provide names of individuals using the Service upon the order of a federal court. Information about United States copyright laws can be found at http://lcweb.loc.gov/copyright.

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

Mark Bresnahan
Copyright Designated Agent
StarBand Communications Inc.
1750 Old Meadow RoadMcLean, VA 22102
Tel: 703-245-1000
Fax: 703-245-6202
E-mail: copyrightagent@starband.com

StarBand will expeditiously remove and/or block access to material posted by a subscriber upon proper 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.

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.

5.3 Trademarks

“STARBAND,” the STARBAND logo, the STARBAND NOVA PRO, the STARBAND NOVA ULTIMATE, the STARBAND SMALL OFFICE Logo, “STARBAND MODEL 360,” “STARBAND 484 PRO, STARBAND 481 RESIDENTIAL , the STARBAND 481 TELECOMMUTER” “IF YOU CAN SEE THE SOUTHERN SKY, YOU CAN GET STARBAND,” ”JUST LOOK UP” and other marks containing “STARBAND” are trademarks and service marks or registered 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.

6. GENERAL MATTERS

6.1 Limitation of Liability

STARBAND, ITS OFFICERS, DIRECTORS 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, OR BUSINESS OPPORTUNITY, 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. WITHOUT LIMITING THE FOREGOING, STARBAND SHALL HAVE NO LIABILITY FOR ANY DAMAGE TO OR LOSS OR DESTRUCTION OF ANY HARDWARE, SOFTWARE, FILES OR DATA CAUSE RESULTING FROM ANY VIRUSES, WORMS OR OTHER INTRUSIONS ONTO YOUR COMPUTER OR FROM ANY ATTEMPT TO REMOVE THE SAME.

6.2 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.

6.3 Suspension or Termination

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, or take other such action as it deems appropriate, if you breach this Agreement (including the Acceptable Use Policy), for non-payment of monthly Service fees, if your StarBand system is located outside the United States, if StarBand is unable to verify or authenticate any information you provide to StarBand (directly or through a retailer), or if your conduct while using the Service or in any way in connection with the Service violates applicable law or is harmful to the interests of StarBand, its employees or affiliates, or other users of the Service. 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.

6.4 Choice of Law and Arbitration

This 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 Agreement, including the StarBand Acceptable Use Policy which is incorporated by reference herein, 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.

6.5 Severability and Integration

Unless otherwise specified herein, this Agreement, along with any attachments or other agreement incorporated herein by reference or into which this Agreement is incorporated by reference, 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 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.

6.6 Changes to Agreement

StarBand reserves the right to amend, remove, or add to any or all parts of this Agreement and the StarBand Acceptable Use Policy at any time. Accordingly, from time to time, you should visit the Agreement posted on the StarBand website at www.starband.net/serviceagreement.htm 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 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.