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same limited warranty for the period remaining under the warranty that covered the original copy of the Software or if longer for 30
days after the date Sirius either provided you with the repaired or replaced copy of the Software or advised you as to how to operate
the Software so as to achieve the functionality described in the Documentation, whichever is applicable. Sirius will be obligated
to honor its obligations in this Section 6(c) only if you inform Sirius of the problem with the Software during the applicable warranty
period and provide evidence of the date you acquired the Software.
claims that you have: (i) viewed, downloaded, encoded, compressed, copied or transmitted any in connection with the Software in
violation of another party's rights or in violation of any law, or (ii) violated any terms of this EULA and/or the Terms and Conditions.
(b) If you are importing the Software from the United States, you shall defend, indemnify and hold harmless Sirius from and against
any import and export duties or other claims arising from such importation.
8. LIMITATION OF LIABILITY. SIRIUS IS NOT RESPONSIBLE FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL
DAMAGES OR LOSSES RELATING TO THE USE AND/OR PURCHASE OF THE SOFTWARE, THE DOCUMENTATION, THE
RECEIVER AND/OR THE SIRIUS SERVICE, INCLUDING WITHOUT LIMITATION, COMPUTER FAILURE AND/OR MALFUNC-
TION, WHETHER BASED ON NEGLIGENCE OR OTHERWISE, AND WHETHER OR NOT SIRIUS HAS BEEN ADVISED OF
THE POSSIBILITY THEREOF. SIRIUS TOTAL LIABILITY TO YOU AND ANY OTHER PERSONS USING THE RECEIVER, THE
SOFTWARE AND/OR THE DOCUMENTATION, REGARDLESS OF THE CAUSE, WILL IN NO EVENT EXCEED THE AMOUNTS
THAT YOU HAVE PAID TO SIRIUS FOR THE RECEIVER, THE SOFTWARE AND THE DOCUMENTATION. THIS ALLOCATION
OF RISK AND THE DISCLAIMER OF WARRANTIES IS REFLECTED IN SIRIUS' PRICES AND IS A FUNDAMENTAL ELEMENT
OF SIRIUS AGREEMENT TO PROVIDE YOU WITH THE SOFTWARE AND THE DOCUMENTATION. YOU MAY HAVE GREATER
RIGHTS THAN DESCRIBED ABOVE UNDER YOUR STATE'S LAWS.
9. TERMINATION. (a) This EULA will automatically terminate without notice if you fail to comply with any of its terms
(b) You may terminate this EULA at any time by providing Sirius with written notice of termination to: Sirius Satellite Radio Inc., 1221
Avenue of the Americas, 36th Floor, New York, New York 10020, Attention: SIRIUS Software Termination.
(c) Upon any termination of this EULA, you shall immediately discontinue use of the Software and shall within three days return to
Sirius, or certify destruction of, all full or partial copies of the Software, documentation and related materials provided by Sirius. Your
obligation to pay accrued charges and fees shall survive any termination of this License Agreement.
10. RESOLVING DISPUTES. In order to expedite and control the cost of disputes, you agree that any legal equitable claim (a
"Claim") relating to the Software, the Documentation and/or this EULA, will be resolved as follows:
writing. To initiate a Claim, you must send notice by U.S. mail to: Sirius Satellite Radio Inc., 1221 Avenue of the Americas, 36th Floor,
Sirius.
(b) Formal Resolution. Except as provided in Section 10(d), if you and Sirius cannot resolve a Claim informally, any Claim either of
you or Sirius asserts will be resolved only by binding arbitration. The arbitration will be conducted under the Commercial Arbitration
Rules of the American Arbitration Association (the "AAA Rules") that are in effect at the time the arbitration is initiated and under
MEANS THAT YOU WAIVE YOUR RIGHT TO A JURY TRIAL. If you initiate an arbitration, you agree to pay a fee of $125 or, if less
and you notify Sirius in writing, the amount that you would pay to initiate a lawsuit against Sirius in the appropriate court of your state.
also agrees to pay the costs of the arbitration proceeding up to a maximum of one-half day (four hours) of hearings. Other fees, such
as attorney's fees, expenses, travel to the arbitration and the costs of a proceeding that goes beyond one-half day, will be paid in ac-
cordance with the AAA Rules. The arbitration will be held at a location within 100 miles of your residence unless you and Sirius both
agree to another location. To start the arbitration, you or Sirius must do the following things:
(i) Write a demand for arbitration. The demand must include a description of the Claim and the amount of damages sought to be
recovered;
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nia Avenue, N.W., Suite 700, Washington, D.C. 20004; and
(iii) Send one copy of the demand for arbitration by U.S. mail to Sirius Satellite Radio Inc., 1221 Avenue of the Americas, 36th Floor,
(c) Binding Effect. In the arbitration proceeding, the arbitrator must follow applicable law, and any award may be challenged if the
arbitrator fails to do so. The arbitrators shall not have the power, jurisdiction or authority to waive, amend and/or modify any of the
terms or provisions of this EULA. The arbitrators shall enforce this EULA in accordance with its terms and provisions.
(d) Exceptions. Notwithstanding the foregoing, any: (i) dispute over the validity of intellectual property rights or Sirius licenses to oper-
ate its business; (ii) Claim based on Section 2(a) above; and (iii) dispute involving a violation of the Communications Act of 1934, 47
U.S.C. §605, or the Electronic Communications Privacy Act, 18 U.S.C. §§2510-2521, may be decided only by a court of competent
jurisdiction.
11. MISCELLANEOUS. (a) Notice. 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. Sirius 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 Sirius. Your notices to Sirius will be deemed given when Sirius receives them
1221 Avenue of the Americas, 36th Floor, New York, New York 10020, Attention: General Counsel.
(b) Applicable Law. The interpretation and enforcement of this EULA shall be governed by the internal laws of the State of New York.
Federal Arbitration Act.
(c) Assignment. You may not assign your rights and/or obligations under this EULA to any third party. Sirius may assign its rights
and/or obligations under this EULA to any third party without notice for any purpose, including without limitation, in the event of an
acquisition, corporate reorganization, merger or sale of substantially all of Sirius' assets to another entity. You hereby consent to such
assignment.
(d) Other. This EULA constitutes the entire agreement between you and Sirius relating to your use of the Software and the Documen-
tation. No salesperson or other representative is authorized to change it for you. If any provision is declared by a competent authority
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